Exhibit 10.2


 


EXECUTION VERSION


 





 



 


REGISTRATION RIGHTS AGREEMENT


 


among


 


HERTZ GLOBAL HOLDINGS, INC.


 


AND


 


THE HOLDERS PARTY HERETO


 


DATED JUNE 30, 2021


 








 



 






     


    


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I Definitions	1
	Section 1.1	Definitions	1
	 	 	 
	Article II Demand and Shelf Registration	5
	Section 2.1	Right to Demand; Demand Notices	5
	Section 2.2	Shelf Registration.	6
	Section 2.3	Deferral or Suspension of Registration	8
	Section 2.4	Effective Registration Statement	9
	Section 2.5	Selection of Underwriters; Cutback	9
	Section 2.6	Lock-up	10
	Section 2.7	Participation in Underwritten Offering; Information by Holder	11
	Section 2.8	Registration Expenses	11
	 	 	 
	Article III Piggyback Registration	12
	Section 3.1	Notices	12
	Section 3.2	Underwriter’s Cutback	13
	Section 3.3	Company Control	14
	Section 3.4	Selection of Underwriters	14
	Section 3.5	Withdrawal of Registration	14
	 	 	 
	Article IV Registration Procedures	15
	Section 4.1	Registration Procedures	15
	 	 	 
	Article V Indemnification	19
	Section 5.1	Indemnification by the Company	19
	Section 5.2	Indemnification by Selling Investors	19
	Section 5.3	Conduct of Indemnification Proceedings	20
	Section 5.4	Settlement Offers	20
	Section 5.5	Other Indemnification	20
	Section 5.6	Contribution	21
	 	 	 
	Article VI Exchange Act Compliance	21
	Section 6.1	Exchange Act Compliance	21
	 	 	 
	Article VII Miscellaneous	21
	Section 7.1	Severability	21
	Section 7.2	Governing Law; Jurisdiction; Waiver of Jury Trial	21
	Section 7.3	Other Registration Rights	22
	Section 7.4	Successors and Assigns	22
	Section 7.5	Notices	22
	Section 7.6	Headings	23
	Section 7.7	Additional Parties	23
	Section 7.8	Adjustments	23
	Section 7.9	Entire Agreement	23
	Section 7.10	Counterparts; .pdf Signature	23
	Section 7.11	Amendment	24
	Section 7.12	Extensions; Waivers	24



 






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	Section 7.13	Business Days	24
	Section 7.14	Further Assurances	24
	Section 7.15	No Third-Party Beneficiaries	24
	Section 7.16	Interpretation; Construction	24
	Section 7.17	Term	25



 






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THIS
REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2021 (this “Agreement”), is entered into by and
among Hertz Global Holdings, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”),
and each of the Holders (as defined below) that are parties hereto from time to time.


 


RECITALS


 


A.           The
Company and certain affiliated debtors (collectively, the “Debtors”) filed the Debtors’ Joint Chapter 11 Plan
of Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, which, as amended, was confirmed by the United States
Bankruptcy Court for the District of Delaware on June 10, 2021.


 


B.            The
Company proposes to issue Common Stock (as defined below), Preferred Stock (as defined below) and Warrants (as defined below) pursuant
to, and upon the terms set forth in, the Plan of Reorganization (as defined below).


 


C.            The
Company and the Holders have agreed to enter into this Agreement pursuant to which the Company shall grant the Holders registration rights
under the Securities Act (as defined below) with respect to the Registrable Securities (as defined below) in furtherance of the foregoing.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereby agree as follows:


 


AGREEMENT


 


Article I


 


Definitions


 


Section 1.1            Definitions.
As used herein, the following terms shall have the following respective meanings:


 


“Adoption Agreement”
shall mean an Adoption Agreement in the form attached hereto as Exhibit A.


 


“Affiliate”
means, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person. As used in this definition, the term “control,” including the correlative
terms “controlling,” “controlled by” and “under common control with,” means possession, directly
or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any
partnership or other ownership interest, by contract or otherwise) of a Person. Notwithstanding the foregoing, (a) the Company,
its Subsidiaries and their respective joint ventures (if any) shall not be considered Affiliates of any Holder for purposes of this Agreement,
(b) no Holder shall be considered an Affiliate of (i) any portfolio company in which investment funds affiliated with such
Holder have made a debt or equity investment (and vice versa), (ii) any limited partners, non-managing members of, or other similar
direct or indirect investors in such Holder or its investment fund affiliates or (iii) any portfolio company in which any limited
partner, non-managing member of, or other similar direct or indirect investor in such Holder or any of its investment fund affiliates
have made a debt or equity investment (and vice versa), and none of the Persons described in clauses (i) through (iii) of this
definition shall be considered an Affiliate of each other and (c) no Holder shall be considered an Affiliate of the Persons described
in clauses (a) and/or (b) of this definition (and vice versa).


 






    


    


    

 


“Assignee”
shall have the meaning set forth in Section 7.4.


 


“Automatic Shelf
Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 (or any successor
rule then in effect) promulgated under the Securities Act.


 


“beneficially owned”,
 “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any
successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder
shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently
exercisable or is exercisable upon the occurrence of a subsequent event.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Bought Deal”
shall have the meaning ascribed to it in Section 3.1(a).


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated
by law or executive order to close.


 


“Commission”
shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.


 


“Common Stock”
means the shares of common stock, par value $0.01 per share, of the Company following the effectiveness of the Plan of Reorganization.


 


“Control,”
and its correlative meanings, “Controlling,” and “Controlled,” shall mean the possession, direct or indirect
(including through one or more intermediaries), of the power to direct or cause the direction of the management of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Demand Holder”
shall mean (i) each Plan Sponsor (as defined in the Plan of Reorganization), (ii) no more than three times during the term
of this Agreement, Holders, together with their respective Affiliates, who beneficially owns Registrable Securities equal to $100 million
or more of the then outstanding Shares upon the effectiveness of the Plan of Reorganization and (iii) a person or persons to whom
a Demand Holder has transferred rights in accordance with Section 7.4 resulting in such Holder receiving a number of Registrable
Securities equal to $100 million or more of the then outstanding Shares.


 


“Demand Notice”
shall have the meaning ascribed to it in Section 2.1(b).


 


“Demand Registration”
shall mean a registration of Shares pursuant to Section 2.1.


 


“Demand Right”
shall have the meaning ascribed to it in Section 2.1(a).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority or any successor regulatory authority.


 






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“Holders”
shall mean any holder of Registrable Securities that is set forth on Schedule I hereto and Transferees of such Holders that acquire
Registrable Securities in accordance with Section 7.4 and execute an Adoption Agreement in accordance with Section 7.4.


 


“Information”
shall have the meaning ascribed to it in Section 4.1(i).


 


“Initial Notice”
shall have the meaning ascribed to it in Section 3.1.


 


“Initial
Public Offering” means a transaction or action pursuant
to which the Shares of Common Stock are listed on a national securities exchange in the United States.


 


“Inspectors”
shall have the meaning ascribed to it in Section 4.1(i).


 


“Lock-up Period”
shall have the meaning ascribed to it in Section 2.6(a).


 


“Marketed Underwritten
Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(i).


 


“Non-Marketed Shelf
Take-Down” shall have the meaning ascribed to it in Section 2.2(d).


 


“Person”
shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation,
an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.


 


“Piggyback Notice”
shall have the meaning ascribed to it in Section 3.1(a).


 


“Piggyback Registration”
shall mean any registration pursuant to Section 3.1(a).


 


“Plan of Reorganization”
means the Second Modified Third Amended Joint Chapter 11 Plan of Reorganization of Hertz Corporation and its Debtor Affiliates
[Docket No. 5178], filed in the Debtors’ Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware,
Case No. 20-11218 (MFW) (including all exhibits, schedules and supplements thereto and as it may be amended, modified or supplemented
from time to time), which has been confirmed on June 10, 2021.


 


“Preferred Stock”
means the shares of Series A Preferred Stock of the Company as it exists on the date of this Agreement following the effectiveness
of the Plan of Reorganization.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the securities covered by such Registration Statement and, in each case, by all other
amendments and supplements to such prospectus, including post-effective amendments and, in each case, all material incorporated by reference
in such prospectus.


 


“Records”
shall have the meaning ascribed to it in Section 4.1(i).


 


“Registrable Securities”
shall mean, with respect to any Holder, at any time, the Shares held or beneficially owned by such Holder at such time; provided,
however, that as to any Registrable Securities, such securities shall cease to be Registrable Securities (i) upon the sale
thereof pursuant to an effective registration statement, (ii) upon the sale thereof pursuant to Rule 144 or Rule 145 under
the Securities Act, (iii) when such securities cease to be outstanding, (iv) when such securities may be sold without volume
limitations under Rule 144 (or any similar provisions then in force) or (v) if such securities shall have been otherwise transferred
and new certificates or book-entries for them not bearing a legend restricting transfer shall have been delivered by the Company and
such securities may be publicly resold without registration under the Securities Act.


 






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“Registration Statement”
shall mean any Registration Statement of the Company which covers the Registrable Securities, including any preliminary Prospectus and
the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits thereto
and all material incorporated by reference in such Registration Statement.


 


“Requesting Holder”
shall mean a Holder exercising a Demand Right.


 


“Rule 144”
shall mean Rule 144 under the Securities Act (or successor rule).


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Investors”
shall mean the Holders selling Registrable Securities pursuant to a Registration Statement under this Agreement.


 


“Selling Investors’
Counsel” shall have the meaning set forth in Section 4.1(b).


 


“Shares”
shall mean (i) Common Stock and shall also include any security of the Company issued in respect of or in exchange for such securities
of the Company, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation
or reorganization, (ii) solely with respect to rights afforded to Holders under Article III of this Agreement, Common Stock
issued upon the automatic conversion of the Warrants and shall also include any security of the Company issued in respect of or in exchange
for such securities of the Company, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction,
consolidation or reorganization and (iii) Preferred Stock and shall also include any security of the Company issued in respect of
or in exchange for such securities of the Company, whether by way of dividend or other distribution, split, recapitalization, merger,
rollup transaction, consolidation or reorganization. For the avoidance of doubt, a Holder of Common Stock issued upon the automatic conversion
of the Warrants shall not be a Demand Holder or a Shelf Holder through the holding of such Common Stock to the extent such Common Stock
is already registered.


 


“Shelf Holder”
shall have the meaning ascribed to it in Section 2.2(b).


 


“Shelf Registration”
shall have the meaning ascribed to it in Section 2.2(a).


 


“Shelf Registration
Statement” shall have the meaning ascribed to it in Section 2.2(a).


 


“Shelf Take-Down”
shall have the meaning ascribed to it in Section 2.2(a).


 


“Shelf Take-Down
Notice” shall have the meaning ascribed to it in Section 2.2(c)(iii).


 


“Subsidiary”
shall mean each Person in which another Person owns or controls, directly or indirectly, capital stock or other equity interests representing
more than 50% in voting power of the outstanding capital stock or other equity interests.


 






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“Transfer”
shall mean any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation
or other encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance
of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all
or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein)
whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily
or involuntarily (including by operation of law).


 


“Transferee”
shall mean a Person acquiring Shares pursuant to a Transfer.


 


“Underwritten Offering”
shall mean a sale, on the Company’s or any Holder’s behalf, of Shares by the Company or a Holder to an underwriter for reoffering
to the public.


 


“Underwritten Shelf
Take-Down” shall have the meaning ascribed to it in Section 2.2(c).


 


“Underwritten Shelf
Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c).


 


“Warrants”
means, collectively, those certain warrants to purchase shares of Common Stock issued pursuant to that certain Warrant Agreement, by
and among the Company and the warrant agent named therein, dated as of date hereof.


 


Article II


 


Demand
and Shelf Registration


 


Section 2.1            Right
to Demand; Demand Notices.


 


(a)            Holders’
Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time after the Company’s
Initial Public Offering, each Demand Holder shall have the right to request in writing that the Company register the sale on a Registration
Statement on Form S-1 (or any successor form thereto) (a “Long-Form Registration Statement”), or, if available,
a Registration Statement on Form S-3 (or any successor form thereto) (a “Short-Form Registration Statement”),
under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand
Right”).


 


(b)            Demand
Notices. All requests made pursuant to this Section 2.1 shall be made by providing written notice to the Company (each
such written notice, a “Demand Notice”), which notice shall (i) specify the aggregate number and class or classes
of Registrable Securities proposed to be registered by the Demand Holder (and its Affiliates) providing such Demand Notice and (ii) state
the intended methods of disposition in the offering (including whether or not such offering shall be an Underwritten Offering).


 


(c)            Demand
Filing. Subject to Section 2.3, promptly (but in any event within five (5) Business Days) after receipt of any Demand
Notice, the Company shall give written notice of the Demand Notice to all other Holders of Registrable Securities and otherwise comply
with Section 3.1. Subject to Section 2.3, the Company shall use reasonable best efforts to file (or confidentially
submit) the Registration Statement in respect of a Demand Notice as soon as practicable and, in any event, within 60 days in the case
of a Long-Form Registration Statement and 30 days in the case of a Short-Form Registration Statement, in each case after receiving
a Demand Notice and shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable
after such filing (or confidential submission).


 






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(d)            Demand
Withdrawal. A Requesting Holder may withdraw all or any portion of its Registrable Securities from a Demand Registration by providing
written notice to the Company at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable
Registration Statement, (ii) the filing of any Registration Statement relating to such Demand Registration that includes a pricing
range or (iii) the commencement of a “roadshow” relating to the Registration Statement for such Demand Registration.


 


Section 2.2            Shelf
Registration.


 


(a)            Filing.
From and after such time as (i) the Company shall have qualified for the use of a registration statement for an offering to be made
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto on Form S-1
(the “Form S-1 Shelf”) or, if available, on Form S-3 (a “Form S-3 Shelf” and, together
with the Form S-1 Shelf and any Automatic Shelf Registration Statement, if available, a “Shelf Registration Statement”)
and (ii) the Long-Form Registration Statement filed pursuant to Section 2.1 above is no longer effective, the Company
will, pursuant to the requirements of this Section 2.2(a), file (or confidentially submit) a Shelf Registration Statement
upon the written request by any Demand Holder that the Company register under the Securities Act all or a portion of the Registrable
Securities owned by such Holder at such time in accordance with Rule 415 under the Securities Act or any successor rule thereto
(a “Shelf Registration”). Subject to Section 2.3, the Company shall give written notice of such request
to all Holders promptly (but in any event within five (5) Business Days after receipt of any such written request from a Holder)
and otherwise comply with Section 3.1. With respect to each Shelf Registration, (i) the Company shall add Registrable
Securities of any Holder who requests in writing that the Company include the Registrable Securities owned by such Holder in the Shelf
Registration Statement; provided, that, such written request is delivered to the Company at least 10 Business Days prior
to the filing (or confidential submission) of the Shelf Registration Statement, and (ii) the Company shall use its reasonable best
efforts to file (or confidentially submit) with the Commission as promptly as practicable, and in any event within 60 days in the case
of a Form S-1 Shelf and 30 days in the case of a Form S-3 Shelf, in each case after it receives a request under this Section 2.2(a) to
register all or a portion of the Registrable Securities. The Company shall use its reasonable best efforts to cause to be declared effective
the Shelf Registration Statement as promptly as practicable after the filing (or confidential submission) thereof.


 


(b)            Shelf
Take-Downs. Any Holder who (i) is a Plan Sponsor or an Affiliate thereof or (ii) together with its Affiliates, beneficially
owns Registrable Securities equal to $100 million or more of the then outstanding Shares, to the extent such Holder’s Registrable
Securities are included in an effective Shelf Registration Statement (each of the Holders in clause (i) and (ii) above, a “Shelf
Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”),
in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing:


 


(i)           any
such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below;
and


 


(ii)          any
such Shelf Holder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below;
provided that in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder (and if applicable,
other co-initiating Shelf Holders) shall be required to (x) have a reasonably anticipated aggregate offering price of at least $50.0
million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held
by such Shelf Holder (and, if applicable, other co-initiating Shelf Holders); provided, however, that the Company shall have no
obligation to facilitate or participate in more than three Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2
during any 12-month period (and no more than one such Underwritten Offering in any 90-day period).


 






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(c)            Underwritten
Shelf Take-Downs.


 


(i)           Subject
to Section 2.2(b), if a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf
Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”)
and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration
Statement (including the filing of a Prospectus supplement with respect to such Underwritten Shelf Take-Down) for such purpose as soon
as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities
of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down
to involve a customary “roadshow” (including an “electronic roadshow”) or other marketing effort by the underwriters
(a “Marketed Underwritten Shelf Take-Down”).


 


(ii)          Promptly
upon delivery of an Underwritten Shelf Take-Down Notice with respect to a Marketed Underwritten Shelf Take-Down (but in no event more
than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver
a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders and, in each case, subject to Section 2.5(b) and
Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such
Shelf Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable
Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, at least three (3) Business
Days prior to the expected date of such Marketed Underwritten Shelf Take-Down.


 


(iii)         Subject
to Section 2.2(b), if a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten
Shelf Take-Down, the Shelf Holder initiating such Shelf Take-Down shall provide written notice (a “Shelf Take-Down Notice”)
of such Shelf Take-Down to the other Shelf Holders as far in advance of the completion of such Shelf Take-Down as shall be reasonably
practicable in light of the circumstances applicable to such Shelf Take-Down but no less than three (3) Business Days prior to such
Shelf Take-Down, which Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered
and sold in such Shelf Take-Down, (B) the expected plan of distribution of such Shelf Take-Down and (C) an invitation to the
other Shelf Holders to elect to include in the Shelf Take-Down the Registrable Securities held by such other Shelf Holders (but subject
to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof)
in connection with such Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right.


 


(iv)         Upon
delivery of a Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Shelf Take-Down, at the
same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities
as agreed to by the initiating Shelf Holder (and, if applicable, co-initiating Shelf Holders), by sending an irrevocable written notice
to the initiating Shelf Holder, indicating its election to participate in the Shelf Take-Down and the total number of its Registrable
Securities to include in the Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7).


 


(v)          Notwithstanding
the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down
and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder
(or, if there are co-initiating Shelf Holders, the Holders of a majority of the Registrable Securities under such Underwritten Shelf
Take-down Notice) initiating the Underwritten Shelf Take-Down.


 






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(d)            Non-Marketed
Shelf Take-Downs. If a Shelf Holder desires to effect a Shelf Take-Down that does not constitute an Underwritten Shelf Take-Down
(a “Non-Marketed Shelf Take-Down”) and if such Non-Marketed Shelf Take-Down requires reasonable actions to be taken
by the Company, such Shelf Holder shall so indicate in a written request delivered to the Company no later than three Business Days prior
to the expected date of such Non-Marketed Shelf Take-Down (or such shorter period as the Company may agree), which request shall include
(i) the aggregate number and class or classes of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf
Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required
(including the timing thereof) in connection with such Non-Marketed Shelf Take-Down, and, if necessary, the Company shall use its reasonable
best efforts to file and effect an amendment or supplement to its Shelf Registration Statement (including the filing of a Prospectus
supplement with respect to such Non-Marketed Shelf Take-Down) for such purpose as soon as practicable.


 


(e)            Continued
Effectiveness. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 2.2(a) hereof
continuously effective under the Securities Act, including by filing a new Shelf Registration Statement if necessary, in order to permit
the Prospectus (or any Prospectus supplement) forming a part thereof to be usable by a Shelf Holder until the earlier of (i) the
date as of which all Registrable Securities registered by such Shelf Registration Statement have been sold and (ii) such shorter
period as Shelf Holders holding a majority of the Registrable Securities may reasonably determine.


 


Section 2.3            Deferral
or Suspension of Registration. If (a) the Company receives a Demand Notice, a request to file (or confidentially submit) a Shelf
Registration Statement, or a written request from a Shelf Holder for a Shelf Take-Down, or at any time prior to the Initial Public Offering,
and the Board, in its good faith judgment and after consultation with external counsel to the Company, determines that it would be materially
adverse to the Company for such Registration Statement to be filed (or confidentially submitted) or declared effective on or before the
date such filing or effectiveness would otherwise be required hereunder, or for such Registration Statement or Prospectus included therein
to be used to sell Shares or for such Shelf Take-Down to be effected, because such action would: (i) materially interfere with a
significant acquisition, corporate reorganization, financing, securities offering or other similar transaction involving the Company;
(ii) based on the advice of the Company’s outside counsel, require disclosure of material non-public information that the
Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or the Exchange Act, or (b) the Company is subject to a Commission stop order suspending the effectiveness
of any Registration Statement or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or
8(e) of the Securities Act, then the Company shall have the right to defer such filing (but not the preparation), initial effectiveness
or continued use of a Registration Statement and the Prospectus included therein for a period of not more than 60 days (or such longer
period as the Requesting Holder or Shelf Holder, as applicable, may determine). If the Company shall so postpone the filing or initial
effectiveness of a Registration Statement with respect to a Demand Notice and if the Requesting Holder within 30 days after receipt of
the notice of postponement advises the Company in writing that it has determined to withdraw such Demand Notice, then such Demand Registration
shall be deemed to be withdrawn. Unless consented to in writing by the Holders, the Company shall not use the deferral or suspension
rights provided under this Section 2.3 (x) more than once in any 12-month period (except that the Company shall be able
to use this right more than once in any 12-month period if the Company is exercising such right during the 15-day period prior to the
Company’s regularly scheduled quarterly earnings announcement and the total number of days of postponement in such 12-month period
does not exceed 120 days) or (y) except as contemplated in the parenthetical in (x) immediately above, in the aggregate for
more than 90 days in any 12-month period. In the event of any deferral or suspension pursuant to this Section 2.3, the Company
shall (i) use its reasonable best efforts to keep the Requesting Holder or Shelf Holders, as applicable, apprised of the estimated
length of the anticipated delay; and (ii) notify the Requesting Holder or Shelf Holders, as applicable, promptly upon termination
of the deferral or suspension. After the expiration of the deferral or suspension period and without any further request from the Requesting
Holder or Shelf Holders, as applicable, to the extent such Requesting Holder has not withdrawn the Demand Notice, if applicable, the
Company shall as promptly as reasonably practicable prepare and file (or confidentially submit) a Registration Statement or post-effective
amendment or supplement to the applicable Registration Statement or document, or file any other required document, as applicable, so
that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include a material
misstatement or omission and will be effective and useable for the sale of Registrable Securities.


 






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Section 2.4             Effective
Registration Statement. A registration requested pursuant to this Article II shall not be deemed to have been effected:


 


(a)            unless
a registration statement with respect thereto has been declared effective by the Commission and remains effective in compliance with
the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable
Securities covered by such registration statement for not less than 180 days (or such shorter period as will terminate when all of such
Registrable Securities shall have been disposed of in accordance with such registration statement) or, if such registration statement
relates to an underwritten offering, such longer period as, in the opinion of external counsel for the Company, a prospectus is required
by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer;


 


(b)            if,
after it becomes effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission
or other governmental authority or court for any reason other than a violation of applicable law solely by any Selling Investor and has
not thereafter become effective; or


 


(c)            if,
in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement applicable to the Company are
not satisfied or waived other than by reason of any breach or failure by any Selling Investor.


 


Section 2.5            Selection
of Underwriters; Cutback.


 


(a)            Selection
of Underwriters. If a Requesting Holder intends to offer and sell the Registrable Securities covered by its request under this Article II
by means of an Underwritten Offering, such Requesting Holder shall, in reasonable consultation with other participating Holders and
in the final determination of the Holders of a majority of the Registrable Securities under such Underwritten Offering, select the managing
underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be investment banking firms
of nationally recognized standing and shall be reasonably acceptable to the Company, such acceptance not to be unreasonably withheld,
conditioned or delayed. If a Shelf Holder intends to offer and sell the Registrable Securities covered by its request under this Article II
by means of an Underwritten Shelf Take-Down, the participating Shelf Holder shall select, in reasonable consultation with other Holders
of a majority of the Registrable Securities under such Underwritten Offering, the managing underwriter or underwriters to administer
such offering, which managing underwriter or underwriters shall be investment banking firms of nationally recognized standing and shall
be reasonably acceptable to the Company, such acceptance not to be unreasonably withheld, conditioned or delayed.


 






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(b)            Underwriter’s
Cutback. Notwithstanding any other provision of this Article II or Section 3.1, if the managing underwriter
or underwriters of an Underwritten Offering in connection with a Demand Registration or a Shelf Registration advise the Company in their
good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement or such
Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing,
timing or distribution, of the Registrable Securities to be offered thereby or in such Underwritten Offering, and no Holder has delivered
a Piggyback Notice with respect to such Underwritten Offering, then the number of Shares proposed to be included in such Registration
Statement or Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in
such Underwritten Offering in the following order:


 


(i)            first,
the Registrable Securities of the class or classes proposed to be registered held by the Holder that initiated (or co-initiated) such
Demand Registration, Shelf Registration or Underwritten Offering and the Registrable Securities of the same class or classes (or convertible
at the Holder’s option into such class or classes) held by other Holders requested to be included in such Demand Registration,
Shelf Registration or Underwritten Offering (pro rata among the respective Holders of such Registrable Securities in proportion,
as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder
at the time of such Demand Registration, Shelf Registration or Underwritten Offering);


 


(ii)            second,
all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested
to be included in such Demand Registration, Shelf Registration or Underwritten Offering other than securities to be sold by the Company;
and


 


(iii)            third,
the securities of the same class or classes to be sold by the Company.


 


No Registrable Securities excluded from the underwriting
by reason of the underwriter’s marketing limitation shall be included in such registration or offering. If the underwriter has
not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the
account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not
thereby be limited.


 


Section 2.6             Lock-up.


 


(a)            If
requested by the managing underwriters in connection with any Underwritten Offering, each Holder (i) who beneficially owns 5.0%
or more of the outstanding Shares or (ii) who is a natural person and serving as a director or executive officer of the Company
shall agree to be bound by customary lock-up agreements providing that such Holder shall not, directly or indirectly, effect any Transfer
(including sales pursuant to Rule 144) of any such Shares without prior written consent from the underwriters managing such Underwritten
Offering during a period beginning on the date of launch of such Underwritten Offering and ending up to 90 days from and including the
date of pricing or such shorter period as reasonably requested by the underwriters managing such Underwritten Offering (the “Lock-Up
Period”); provided that (A) the foregoing shall not apply to any Shares that are offered for sale as part of such
Underwritten Offering, (B) such Lock-Up Period shall be no longer than and on substantially the same terms as the lock-up period
applicable to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall not commence
unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period. Each such Holder agrees to execute
a customary lock-up agreement in favor of the underwriters to such effect. The provisions of this Section 2.6(a) will
no longer apply to a Holder if (x) such Holder ceases to hold any Shares or (y) except in the case of any Holder who is a current
director or executive officer of the Company, such Holder beneficially owns less than 5.0% of the outstanding Shares.


 






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(b)            Nothing
in Section 2.6(a) shall prevent: (i) any Holder that is a partnership, limited liability company or corporation
from (A) making a distribution of Shares to the partners, members or stockholders thereof or (B) Transferring Shares to an
Affiliate of such Holder; (ii) any Holder who is an individual from Transferring Shares to (A) an individual by will or the
laws of descent or distribution or by gift without consideration of any kind or (B) a trust or estate planning-related entity for
the sole benefit of such Holder or a lineal descendant or antecedent or spouse; (iii) any Holder from (A) pledging, hypothecating
or otherwise granting a security interest in Shares or securities convertible into or exchangeable for Shares to one or more lending
institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares
or such securities or (B) Transferring Shares pursuant to a final non-appealable order of a court or regulatory agency or (iv) any
Holder from Transferring Shares in a manner that was permitted under, but subject to the conditions described in, the lock-ups entered
into in connection with the Company’s Underwritten Offering; provided that, in the case of clauses (i), (ii), (iii) and
(iv), such Transfer is otherwise in compliance with applicable securities laws; provided, further, that, in the case of
clause (i), clause (ii) and, if applicable, clause (iv), each such Transferee agrees in writing to become subject to the
terms of this Agreement by executing an Adoption Agreement and agrees to be bound by the applicable underwriter lock-up.


 


Section 2.7             Participation
in Underwritten Offering; Information by Holder. No Holder may participate in an Underwritten Offering hereunder unless such Holder
(a) agrees to sell such Holder’s Shares on the basis provided in any underwriting arrangements, and in accordance with the
terms and provisions of this Agreement, including any lock-up arrangements, and (b) completes and executes all questionnaires, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements. In addition, the Holders shall
furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holders, as applicable,
as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance
referred to in this Article II. Nothing in this Section 2.7 shall be construed to create any additional rights
regarding the registration of Shares in any Person otherwise than as set forth herein.


 


Section 2.8             Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation
(i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock
exchange, the Commission and FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter”
and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state
securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with
blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the
managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including
expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses,
all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries
(including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (iv) all
fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all
reasonable fees and documented out-of-pocket disbursements of a single Selling Investors’ Counsel or, if no Demand Holders’
Registrable Securities are included in a Piggyback Registration or Shelf Registration, a single legal counsel chosen by the Holders of
a majority of the Registrable Securities included in such Piggyback Registration or Shelf Registration, as applicable, (vi) all
reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including
expenses of any special experts retained, if required, in connection with the requested registration (excluding underwriting discounts
and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters, (other than such fees and disbursements
incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities
Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting
practice, and (vii) fees and expenses of other Persons retained by the Company, and for any Demand Holder, any other reasonable
expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s
legal counsel if other than the legal counsel selected by the Holders in (v) above, will be borne by the Company, regardless of
whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable
Securities originally requested to be included in such registration are ultimately included in such registration; provided, however,
that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne
by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale
of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other
counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.


 






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Article III


 


Piggyback
Registration


 


Section 3.1             Notices.


 


(a)            If
the Company at any time proposes for any reason to register the sale of a class or classes of Shares under the Securities Act (other
than a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to the
offer and sale to the Company’s directors or employees pursuant to any employee equity plan or other employee benefit plan or arrangement
or a registration relating to its initial public offering) whether or not Shares are to be sold by the Company or otherwise, and whether
or not in connection with any Demand Registration pursuant to Section 2.1, any Shelf Registration pursuant to Section 2.2
or any other agreement (such registration, a “Piggyback Registration”), the Company shall give to each Holder
holding Shares of the same class or classes proposed to be registered (or convertible at the Holder’s option into such class or
classes) eligible to participate in such Piggyback Registration written notice of its intention to so register the Shares (i) in
the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought
Deal”), at least ten Business Days, or (ii) otherwise at least five Business Days (or such shorter period as reasonably
practical) prior to the expected date of filing of such Registration Statement or amendment thereto in which the Company first intends
to identify the selling stockholders and the number of Registrable Securities to be sold (each such notice, an “Initial Notice”).
The Company shall, subject to the provisions of Section 3.2 and Section 3.3 below, use its reasonable best efforts
to include in such Piggyback Registration on the same terms and conditions as the securities otherwise being sold, all Registrable Securities
of the same class or classes as the Shares proposed to be registered (or convertible at the Holder’s option into such class or
classes) with respect to which the Company has received written requests from Holders for inclusion therein within the time period specified
by the Company in the applicable Initial Notice, which time period shall be (x) in the case of a Bought Deal, not less than ten
Business Days, or (y) otherwise, not less than five (5) Business Days after sending the applicable Initial Notice (each such
written request, a “Piggyback Notice”), which Piggyback Notice shall specify the number of Shares proposed to be included
in the Piggyback Registration.


 






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(b)            If
a Holder does not deliver a Piggyback Notice within the period specified in Section 3.1(a), such Holder shall be deemed to
have irrevocably waived any and all rights under this Article III with respect to such registration (but not with respect
to future registrations in accordance with this Article III).


 


(c)            No
registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon
request under Section 2.1 or Section 2.2 hereof, and no registration effected pursuant to this Section 3.1
shall be deemed to have been effected pursuant to Section 2.1 or Section 2.2 hereof. The Initial Notice,
the Piggyback Notice and the contents thereof shall be kept confidential until the public filing of the Registration Statement.


 


Section 3.2             Underwriter’s
Cutback. If the managing underwriter of an Underwritten Offering (including an offering pursuant to Section 2.1 or Section 2.2)
that includes a Piggyback Registration advises the Company that it is the managing underwriter’s good faith opinion that the
inclusion of all such Registrable Securities proposed to be included in the Registration Statement for such Underwritten Offering would
be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution,
of the Registrable Securities to be offered thereby, then the number of Shares proposed to be included in such Underwritten Offering
shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the
following order:


 


(a)            If
the Piggyback Registration referred to in Section 3.1 is initiated as an underwritten primary registration on behalf of the
Company, then, with respect to each class proposed to be registered:


 


(i)            first,
the Shares held by the Company of the class or classes proposed to be registered that the Company proposes to sell, as applicable;


 


(ii)           second,
all Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held
by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable
Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration
by each such Holder at the time of such Piggyback Registration); and


 


(iii)          third,
all other securities of the same class or classes (or convertible at the Holder’s option into such class or classes) requested
to be included in such Piggyback Registration.


 


(b)            if
the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any Holder,
then, with respect to each class proposed to be registered:


 


(i)            first,
the Registrable Securities of the class or classes proposed to be registered held by such Holder and the Registrable Securities of the
same class or classes (or convertible at the Holder’s option into such class or classes) held by other Holders requested to be
included in such Piggyback Registration (pro rata among the respective Holders of such Registrable Securities in proportion, as
nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at
the time of such Piggyback Registration);


 


(ii)           second,
all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested
to be included in such Piggyback Registration other than Shares to be sold by the Company; and


 






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(iii)            third,
the Shares of the same class or classes to be sold by the Company.


 


(c)            if
the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any holder of
Shares other than a Holder, then, with respect to each class proposed to be registered:


 


(i)            first,
the Registrable Securities of the class or classes proposed to be registered held by such holder;


 


(ii)           second,
the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held
by Holders requested to be included in such Piggyback Registration (pro rata among the respective Holders of such Registrable
Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration
by each such Holder at the time of such Piggyback Registration);


 


(iii)          third,
all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested
to be included in such Piggyback Registration other than Shares to be sold by the Company; and


 


(iv)          fourth,
the Shares of the same class or classes to be sold by the Company.


 


Section 3.3            Company
Control. Except for a Registration Statement being filed in connection with the exercise of a Demand Right or a Shelf Registration,
the Company may decline to file a Registration Statement after an Initial Notice has been given or after receipt by the Company of a
Piggyback Notice, and the Company may withdraw a Registration Statement after filing and after such Initial Notice or Piggyback Notice,
but prior to the effectiveness of the Registration Statement, provided that (i) the Company shall promptly notify the Selling
Investors in writing of any such action and (ii) nothing in this Section 3.3 shall prejudice the right of any Demand
Holder to immediately request that such registration be effected as a registration under Section 2.1 or Section 2.2
to the extent permitted thereunder.


 


Section 3.4            Selection
of Underwriters. If the Company intends to offer and sell Shares by means of an Underwritten Offering (other than an offering pursuant
to Section 2.1 or Section 2.2), the Company shall select the managing underwriter or underwriters to administer
such Underwritten Offering, which managing underwriter or underwriters shall be investment banking firms of nationally recognized standing.


 


Section 3.5            Withdrawal
of Registration. Any Holder shall have the right to withdraw all or a part of its Piggyback Notice by giving written notice to the
Company of such withdrawal at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration
Statement, (ii) the filing of any Registration Statement relating to such Piggyback Registration that includes a price range or
(iii) commencement of a “roadshow” relating to the Registration Statement for such Piggyback Registration.


 






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Article IV


 


Registration
Procedures


 


Section 4.1             Registration
Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its reasonable
best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:


 


(a)            in
the case of Registrable Securities, use its reasonable best efforts to cause a Registration Statement that registers such Registrable
Securities to become and remain effective for a period of 180 days or, if earlier, until all of such Registrable Securities covered thereby
have been disposed of; provided, that, in the case of any registration of Registrable Securities on a Shelf Registration Statement
which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration
statement continuously effective, supplemented and amended, including by filing a new Registration Statement, to the extent necessary
to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the
earlier of when (i) the Holders have sold all of such Registrable Securities and (ii) all of such Registrable Securities have
become eligible for immediate sale pursuant to Rule 144 under the Securities Act by the Holder thereof without restriction by the
manner of sale, volume and other limitations under such rule;


 


(b)            furnish
to each Selling Investor, at least ten (10) Business Days before filing a Registration Statement, or such shorter period as reasonably
practical, copies of such Registration Statement or any amendments or supplements thereto, which documents shall be subject to the review,
comment and approval by one lead counsel (and any reasonably necessary local counsel) selected by the Holders who beneficially own a
majority of such Registrable Securities, which counsel (who may also be counsel to the Company), in each case, shall be subject to the
reasonable approval of each Demand Holder whose Registrable Securities are included in such registration, and who shall represent all
Selling Investors as a group (the “Selling Investors’ Counsel”) (it being understood that such ten (10) Business
Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied
to the Selling Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under
the circumstances);


 


(c)            furnish
to each Selling Investor and each underwriter, if any, such number of copies of final conformed versions of the applicable registration
statement and of each amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference)
reasonably requested by such Selling Investor or underwriter in writing;


 


(d)            in
the case of Registrable Securities, prepare and file with the Commission such amendments, including post-effective amendments, and supplements
to such Registration Statement and the applicable Prospectus or Prospectus supplement, including any free writing prospectus as defined
in Rule 405 under the Securities Act, used in connection therewith as may be (i) reasonably requested by any Holder (to the
extent such request relates to information relating to such Holder), or (ii) necessary to keep such Registration Statement effective
for at least the period specified in Section 4.1(a) and to comply with the provisions of this Agreement and the Securities
Act with respect to the sale or other disposition of such Registrable Securities, and furnish to each Selling Investor and to the managing
underwriter(s), if any, within a reasonable period of time prior to the filing thereof a copy of any amendment or supplement to such
Registration Statement or Prospectus; provided, however, that, with respect to each free writing prospectus or other materials
to be delivered to purchasers at the time of sale of the Registrable Securities, the Company shall (i) ensure that no Registrable
Securities are sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such free writing prospectus
or other materials without the prior written consent of the sellers of the Registrable Securities, which free writing prospectus or other
materials shall be subject to the review of counsel to such sellers and (ii) make all required filings of all free writing prospectuses
or other materials with the Commission as are required;


 






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(e)            notify
in writing each Holder promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission
with respect to such Registration Statement or any amendment or supplement thereto or any request by the Commission for the amending
or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification
with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment
or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company
of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purposes and, in any such case as promptly as reasonably practicable thereafter,
prepare and file an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission
or effect such compliance;


 


(f)            use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such
Holders to consummate their disposition in such jurisdictions; provided, however, that the Company will not be required
to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction
where it would not otherwise be required to do so but for this Section 4.1(f);


 


(g)            furnish
to each Selling Investor such number of copies of a summary Prospectus or other prospectus, including a preliminary prospectus and any
other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such
other documents as such Selling Investors or any underwriter may reasonably request in writing;


 


(h)            notify
on a timely basis each Holder of such Registrable Securities at any time when a prospectus relating to such Registrable Securities is
required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the
request of such Holder, as soon as practicable prepare, file with the Commission and furnish to such Holder a reasonable number of copies
of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the offeree of such securities,
such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing;


 






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(i)            make
available for inspection by the Selling Investors, the Selling Investors’ Counsel or any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Selling Investor or underwriter
(collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records,
the “Information”) requested by any such Inspector in connection with such Registration Statement and request that
the independent public accountants who have certified the Company’s financial statements make themselves available, at reasonable
times and for reasonable periods, to discuss the business of the Company. Any of the Information which the Company determines in good
faith and upon consultation with external counsel to be confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement
or omission in the Registration Statement, (ii) the release of such Information is requested or required pursuant to a subpoena,
order from a court of competent jurisdiction or other interrogatory by a governmental entity or similar process; (iii) such Information
has been made generally available to the public; or (iv) such Information is or becomes available to such Inspector on a non-confidential
basis other than through the breach of an obligation of confidentiality (contractual or otherwise). The Holder(s) of Registrable
Securities agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction or
by another governmental entity, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate
action to prevent disclosure of the Information deemed confidential;


 


(j)            in
the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a “comfort” letter in customary
form and at customary times and covering matters of the type customarily covered by such comfort letters from its independent certified
public accountants;


 


(k)            in
the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a written and signed legal opinion or
opinions in customary form from its outside or in-house legal counsel dated the closing date of the Underwritten Offering;


 


(l)            provide
a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities and deliver
to such transfer agent and registrar such customary forms, legal opinions from its outside or in-house legal counsel, agreements and
other documentation as such transfer agent and/or registrar so request;


 


(m)          issue
to any underwriter to which any Selling Investors may sell Registrable Securities in such offering certificates evidencing such Registrable
Securities;


 


(n)           upon
the request of any Holder of the Registrable Securities included in such registration, use reasonable best efforts to cause such Registrable
Securities to be listed on any national securities exchange on which any Shares are listed or, if the Shares are not listed on a national
securities exchange, use its reasonable best efforts to qualify such Registrable Securities for inclusion on such national securities
exchange as the Company shall designate;


 


(o)            otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its
security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning
within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of
Section 11(a) of the Securities Act;


 


(p)           notify
the Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably
practicable after notice thereof is received by the Company when the applicable Registration Statement or any amendment thereto has been
filed or becomes effective and when the applicable Prospectus or any amendment or supplement thereto has been filed;


 


(q)           use
its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably practicable
the withdrawal of, any stop order with respect to the applicable Registration Statement or other order suspending the use of any preliminary
or final Prospectus;


 






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(r)            promptly
incorporate in a prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the lead
underwriter or underwriters, if any, and each Selling Investor agree should be included therein relating to the plan of distribution
with respect to such class of Registrable Securities, which may include disposition of Registrable Securities by all lawful means, including
firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales
by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a public offering;
and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable after being
notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;


 


(s)           cooperate
with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective
counsel in connection with any filings required to be made with FINRA;


 


(t)            provide
a CUSIP number or numbers for all such shares, in each case not later than the effective date of the applicable registration statement;


 


(u)           to
the extent reasonably requested by the lead or managing underwriters in connection with an Underwritten Offering (including an Underwritten
Offering pursuant to Section 2.1 or Section 2.2 ) make appropriate officers of the Company available to attend
by electronic means any “roadshows” scheduled in connection with any such Underwritten Offering, with all out of pocket costs
and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;


 


(v)           enter
into such agreements (including an underwriting agreement in customary form) and take such other actions as the Selling Investor or Selling
Investors, as the case may be, owning at least a majority of the Registrable Securities covered by any applicable Registration Statement
shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification
and contribution to the effect and to the extent provided in Article V hereof, provided, however, that if a
Holder becomes a party to any underwriting agreement or related documents, the Holder shall not be required in any such underwriting
agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other
than customary representations, warranties or agreements regarding such Holder’s title to Registrable Securities and any written
information provided by the Holder to the Company expressly for inclusion in the related Registration Statement, and the liability of
any Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Holder under the
underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Holder under the sale of the Registrable
Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions);


 


(w)          upon
request, promptly and no more than two (2) Business Days following any request, remove all legends on such Holder's Registrable
Securities relating to the restrictions on resale in connection with the sale of such Registrable Securities pursuant to an effective
registration statement; and


 


(x)           subject
to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the registration,
marketing and sale of such Registrable Securities contemplated hereby.


 






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Article V


 


Indemnification


 


Section 5.1          Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, its Affiliates
and its and their respective officers, directors, managers, partners, direct or indirect or current or future equity financing sources,
members and representatives, and each of their respective successors and assigns, against any losses, claims, damages, liabilities and
expenses caused by any violation by the Company of the Securities Act or the Exchange Act applicable to the Company and relating to action
or inaction required of the Company in connection with the registration contemplated by a Registration Statement or any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, Prospectus, or preliminary Prospectus or any amendment thereof
or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act and any document
incorporated by reference therein) or any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as the same was made in reliance on and in conformity with
any information furnished in writing to the Company by such Holder expressly for use therein; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, Prospectus,
or preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished
to the Company in writing by the Person asserting such loss, claim, damage, liability or expense specifically for use therein. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of any such Person and shall survive the transfer
of such securities. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided
above with respect to the indemnification of the Holder, if requested.


 


Section 5.2          Indemnification
by Selling Investors. Each Selling Investor agrees to indemnify and hold harmless, to the full extent permitted by law, the Company,
the Company’s Controlled Affiliates and their respective directors, managers, partners, members and representatives, and each of
their respective successors and assigns, and each Person who Controls the Company against any losses, claims, damages or liabilities
and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus,
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent,
that such untrue statement or omission was made in reliance on and in conformity with any information furnished in writing by such Selling
Investor to the Company expressly for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior
to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense;
provided that the obligation to indemnify shall be several, not joint and several, for each Selling Investor and in no event shall
the liability of any Selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling
Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 






    19


     


    

 


Section 5.3          Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within
30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure
to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all,
that it is prejudiced by reason of such delay or failure. Any Person entitled to indemnification hereunder shall have the right to select
and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying
party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (c) the indemnified party has reasonably
concluded, based on the advice of counsel, that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party or (d) in the reasonable judgment of any such Person, based upon
advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which
case, if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).
If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement
made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened action or claim in respect of
which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless
such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject
matter of such action, (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party and (iii) does not commit any indemnified party to take, or hold back from taking, any action. No
indemnified party shall, without the written consent of the indemnifying party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution
may be sought hereunder, and no indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of judgment
with respect to, any such action or claim effected without its consent, in each case which consent shall not be unreasonably withheld.


 


Section 5.4          Settlement
Offers. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification
is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within
20 Business Days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is
within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to
the terms hereof. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim
in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying
party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses
of one additional counsel.


 


Section 5.5          Other
Indemnification. Indemnification similar to that specified in this Article V (with appropriate modifications) shall be
given by the Company and each Selling Investor with respect to any required registration or other qualification of Registrable Securities
under Federal or state law or regulation of governmental authority other than the Securities Act.


 






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Section 5.6          Contribution.
If for any reason the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Section 5.1 and Section 5.2, then (i) the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect
the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of the
Registrable Securities, provided that, no Selling Investor shall be required to contribute in an amount greater than the dollar
amount of the net proceeds received by such Selling Investor with respect to the sale of the Registrable Securities giving rise to such
indemnification obligation. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities,
or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except as provided in Section 5.3, defending any
such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations
in this Section 5.6 to contribute shall be several in proportion to the amount of Registrable Securities registered by them
and not joint.


 


Article VI


 


Exchange
Act Compliance


 


Section 6.1          Exchange
Act Compliance. So long as the Company (a) has registered a class of securities under Section 12 or Section 15 of
the Exchange Act and (b) files reports under Section 13 of the Exchange Act, then the Company shall take all actions reasonably
necessary to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time or any similar rules or
regulations adopted by the Commission, including, without limiting the generality of the foregoing, (i) making and keeping current
public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, (ii) filing
with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act to the extent so
required and (iii) at the request of any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith
furnish to such Holder, as applicable, a written statement of compliance with the reporting requirements of the Commission as set forth
in Rule 144 and make available to such Holder such information as will enable the Holder to make sales pursuant to Rule 144.


 


Article VII


 


Miscellaneous


 


Section 7.1          Severability.
If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision
could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction,
be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction.


 


Section 7.2          Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and interpreted in accordance with the
laws of the State of New York irrespective of the choice of laws principles thereof. The parties agree that any legal action or proceeding
regarding this Agreement shall be brought and determined exclusively in a state of federal court located within the State of New York.
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION PROCEEDING, CLAIM
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 7.3          Other
Registration Rights. If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with
respect to the registration of such securities under the Securities Act, such rights shall not be in conflict with or adversely affect
any of the rights provided to the Holders of Registrable Securities in, or conflict (in a manner that adversely affects Holders of Registrable
Securities) with any other provisions included in, this Agreement.


 


Section 7.4          Successors
and Assigns. Subject to Section 7.4, this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties hereto, each of which, in the case of the Holders, shall agree to become subject to the
terms of this Agreement by executing an Adoption Agreement and be bound to the same extent as the parties hereto. The Company may not
assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Holders of a majority of the
Registrable Securities. Subject to Section 2.1(a) and Section 2.2(a), any Holder may, at its election and
at any time or from time to time, assign its rights and delegate its duties hereunder, in whole or in part, to any Transferee of such
Holder (each, an “Assignee”); provided, that no such assignment shall be binding upon or obligate the Company
to any such Assignee unless and until such Assignee delivers the Company an Adoption Agreement. If a Holder assigns its rights under
this Agreement in connection with the Transfer of less than all of its Registrable Securities, the Holder shall retain its rights under
this Agreement with respect to its remaining Registrable Securities. If a Holder assigns its rights under this Agreement in connection
with the Transfer of all of its Registrable Securities, the Holder shall have no further rights or obligations under this Agreement,
except under Article V hereof in respect of offerings in which such Holder participated or registrations in which Registrable
Securities held by such Holder were included. Any purported assignment in violation of this provision shall be null and void ab initio.


 


Section 7.5          Notices.
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing
in person, by electronic mail, or sent by nationally-recognized overnight courier postage prepaid (with a copy of such communication
sent by electronic mail), addressed to such party at the address set forth below or at such other address as may hereafter be designated
in writing by such party to the other parties. All such notices, requests, consents and other communications shall be delivered as follows:


 


(a)            if
to the Company, to:


 


Hertz Global Holdings, Inc.


8501 Williams Road


Estero, Florida 33982


Attention: M. David Galainena


 


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


 


White & Case LLP 


Southeast Financial Center


200 South Biscayne Boulevard, Suite 4900


Miami, Florida 33131


Attention:     Thomas E. Lauria


Mathew Brown


 






    22


     


    

 


Email:              tlauria@whitecase.com


mbrown@whitecase.com


 


		(b)	if to a Holder, to the address set forth
                                            under such Holder’s name in Schedule I attached hereto,



 


with a copy, in each case, (which shall not constitute notice)
to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022

Attention:     Stephen E. Hessler, P.C.


John R. Luze


Email:             SHessler@kirkland.com


john.luze@kirkland.com


 


All such notices, requests, consents and other
communications shall be deemed to have been received (i) in the case of personal delivery or delivery by electronic mail, on the
date of such delivery and (ii) in the case of dispatch by nationally recognized overnight courier, on the next Business Day following
such dispatch.


 


Section 7.6          Headings.
The headings contained in this Agreement are for the sole purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Agreement.


 


Section 7.7          Additional
Parties. Additional parties to this Agreement shall only include each Holder (a) who has executed an Adoption Agreement, in
the form attached hereto as Exhibit A, or (b) who (i) is bound by and subject to the terms of this Agreement, and
(ii) has adopted this Agreement with the same force and effect as if it were originally a party hereto.


 


Section 7.8          Adjustments.
If, and as often as, there are any changes in the Shares or securities convertible into or exchangeable into or exercisable for Shares
as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange
or readjustment of shares, or any stock dividend or stock distribution, merger or other similar transaction affecting such Shares or
such securities, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges,
duties and obligations hereunder shall continue with respect to such Shares or such securities as so changed.


 


Section 7.9          Entire
Agreement. This Agreement and the other writings referred to herein constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such subject
matter.


 


Section 7.10        Counterparts;
..pdf Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument,
but all of which together shall constitute one and the same document. This Agreement may be executed by .pdf signature (or similar means),
and a .pdf signature (or similar means) shall constitute an original for all purposes. No party hereto or to any such agreement or instrument
will raise the use of electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of electronic mail as a defense to the formation or enforceability of a contract and each such party
forever waives any such defense.


 






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Section 7.11          Amendment.
Other than with respect to amendments to Schedule I attached hereto, which may be amended by the Company from time to time
to reflect the Holders at such time, this Agreement may not be amended, modified or supplemented without the written consent of the Holders
of a majority of the Registrable Securities; provided, however, that, with respect to a particular Holder or group of Holders,
any such amendment, supplement, modification or waiver that (a) would materially and adversely affect such Holder or group of Holders
in any respect or (b) would disproportionately benefit any other Holder or group of Holders or confer any benefit on any other Holder
or group of Holders to which such Holder of group of Holders would not be entitled, shall not be effective against such Holder or group
of Holders unless approved in writing by such Holder or the Holders of a majority of the Registrable Securities held by such group of
Holders, as the case may be.


 


Section 7.12          Extensions;
Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party
under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in
any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such
party contained herein. Any extension or waiver pursuant to this Section 7.12 will be valid only if set forth in a writing
signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay
on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.


 


Section 7.13          Business
Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period
will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.


 


Section 7.14          Further
Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further action
as the Company may reasonably require in order to effectuate the terms and purposes of this Agreement.


 


Section 7.15          No
Third-Party Beneficiaries. Except pursuant to Article V, this Agreement shall not confer any rights or remedies upon
any Person other than the parties hereto and their respective successors and permitted assigns and other Persons expressly named herein.


 


Section 7.16          Interpretation;
Construction. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring
or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer
to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the schedules,
exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular subdivision unless
expressly so limited. References to “will” or “shall” mean that the party must perform the matter so described
and a reference to “may” means that the party has the option, but not the obligation, to perform the matter so described.
All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits
attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there
exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not
breached will not detract from or mitigate the party’s breach of the first covenant.


 






    24


     


    

 


Section 7.17          Term.
This Agreement shall terminate (i) with respect to any Holder, at such time as such Holder has no Registrable Securities and (ii) in
full and be of no further effect at such time as there are no Registrable Securities held by any Holders. Notwithstanding the foregoing,
Article V, Section 7.2, Section 7.5, and Section 7.16 shall survive any termination.


 


* * * *


 






    25


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first above written.


 


	 	THE COMPANY:
	 	 
	 	HERTZ GLOBAL
    HOLDINGS, INC.
	 	 
	 	By:	/s/ M.
    David Galainena
	 	 	Name: M. David Galainena
	 	 	Title:   Executive Vice President, General Counsel
    & Secretary



 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

  


 





	 	HOLDER:
	 	 
	 	CK Amarillo LP
	 	 
	 	By:	CK Amarillo GP, LLC
	 	Its:	General Partner
	 	 
	 	By:	/s/ Laura Torrado
	 	Name:	Laura Torrado
	 	Its:	Authorized Signatory
	 	 
	 	By:	/s/ Tom LaMacchia
	 	Name:	Tom LaMacchia
	 	Its:	Authorized Signatory




 


	Address:


 

CK Amarillo
LP


c/o Certares
Management LLC


350 Madison
Avenue, 8th Floor


New York,
NY 10017


Attention:
Thomas LaMacchia, Managing


Director
and General Counsel


Email: tom.lamacchia@certares.com


	 

                                                  

                                                 and

                                                  


CK Amarillo LP


c/o Knighthead Capital Management, LLC


280 Park Avenue, 22nd Floor


New York, NY 10017


Attention: Laura L. Torrado, General Counsel


Email: ltorrado@knighthead.com

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


 

                             Kirkland
                             & Ellis LLP


601 Lexington
Avenue


New York,
New York 10022


Attention:
Stephen Hessler; Tim Cruickshank


Email: shessler@kirkland.com;


tim.cruickshank@kirkland.com



	and


 


Kirkland
                                            & Ellis LLP


300 North
La Salle


Chicago,
IL 60654


Attention:
Steve Toth



Email: steve.toth@kirkland.com



 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	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
	 	 
	 	AIS DENALI MASTER FUND LTD
	 	 
	 	By:	400 Capital Management LLC, as sub-advisor
	 	 
	 	By:	/s/ Christopher
    Hentemann
	 	Name:	Christopher Hentemann
	 	Title: 	Managing Partner and Chief Investment Officer
	 	 
	 	Address:
	 	 
	 	c/o 400 Capital Management LLC 

    510 Madison Avenue, 17th Floor 

    New York, NY 10022
	 	 
	 	Email: legalnotices@400capital.com,

    operations@400capital.com,
	 	jnusbaum@400capital.com, dvazquez@400capital.com




 


[Signature Page to Registration
Rights Agreement]


 



     


     


    

 


	 	HOLDER:
	 	 
	 	BREAN ASSET MANAGEMENT, LLC
	 	 
	 	By:	/s/
    Patrick L. Marano, Jr.
	 	Name: 	Patrick L. Marano, Jr.
	 	Title: 	General Counsel & CCO
	 	
	 	Address:
	 	 
	 	3
    Times Square, 14th Floor
	 	 
	 	New
    York, NY 10036
	 	 
	 	Email: pm@breanam.com




 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	Canso Investment
    Counsel Ltd. in its capacity as portfolio manager for and on behalf of certain managed accounts
	 	 
	 	By:	/s/
    Joe Morin
	 	Name:	Joe Morin
	 	Title: 	Portfolio Manager
	 	 
	 	Address:
	 	 
	 	#550-100 York Blvd
	 	 
	 	Richmond Hill, ON
	 	 
	 	 
	 	Email: jmorin@cansofunds.com




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 
	 	Carronade
                                            Capital Master, LP


	 	 
	 	By:	Carronade Capital GP, LLC,
    its general partner
	 	 
	 	By:	/s/ Adam DePanfilis
	 	Name:	Adam DePanfilis
	 	 
	 	Address:
	 	 
	 	17
                                            Old Kings Highway South – Suite 140

	 	 
	 	Darien,
                                            Connecticut 06820

	 	 
	 	Email: adepanfilis@carronade.com








 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	D. E. SHAW GALVANIC PORTFOLIOS,
    L.L.C.
	 	 
	 	By:	/s/
    Shi Nisman
	 	Name:	Shi Nisman
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	D. E. Shaw Galvanic Portfolios, L.L.C.
    

    1166 Avenue of the Americas, 9th Floor 

    New York, NY 10036
	 	Attention: Shi Nisman
	 	 
	 	Email: Shi.Nisman@deshaw.com




 


[Signature Page
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	 	HOLDER:
	 	 
	 	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
	 	 
	 	Address:
	 	 
	 	60
    Wall Street, 3rd Floor
	 	 
	 	New
    York, NY 10005
	 	 
	 	Attn:
    David Palmisano
	 	 
	 	Email: db.docs@db.com




 


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	 	HOLDER:
	 	 
	 	Diameter Dislocation Master Fund LP
	 	 
	 	By: Diameter Capital Partners LP, solely as its Investment Manager
	 	 	 
	 	By: 	/s/ Shailini Rao
	 	Name: 	Shailini Rao
	 	Title: 	General Counsel and CCO





 





	 	Address:
	 	 
	 	c/o Diameter Capital Partners LP
	 	55 Hudson Yards, Suite 29B
	 	New York, NY 10001
	 	 
	 	Email: pevans@diametercap.com;
	 	srao@diametercap.com;
	 	hkondapalli@diametercap.com


 
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	 	HOLDER:
	 	 
	 	Diameter Master Fund LP
	 	 
	 	By: Diameter Capital Partners LP, solely as its Investment Manager
	 	 	 
	 	By: 	/s/ Shailini Rao
	 	Name: 	Shailini Rao
	 	Title: 	General Counsel and CCO



 


	 	Address:
	 	 
	 	c/o Diameter Capital Partners LP
	 	55 Hudson Yards, Suite 29B
	 	New York, NY 10001
	 	 
	 	Email: pevans@diametercap.com;
	 	srao@diametercap.com;
	 	hkondapalli@diametercap.com


 


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	 	HOLDER:
	 	 
	 	EATON VANCE TRUST COMPANY COLLECTIVE
    INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - HIGH YIELD FUND
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name: 	Steve Concannon
	 	Title: 	Vice President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	EATON VANCE MANAGEMENT
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve Concannon
	 	Title: 	Vice President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	Eaton Vance Global Income Builder Fund
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	EATON VANCE TRUST COMPANY COMMON TRUST FUND - HIGH YIELD COMMON TRUST FUND
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	High Income Opportunities Portfolio
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	Eaton Vance Income Fund of Boston
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 




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	 	HOLDER:
	 	 
	 	Eaton Vance Limited Duration Income Fund
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com



 


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	 	HOLDER:
	 	 
	 	Eaton Vance Multi-Asset Credit Fund
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 
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	 	HOLDER:
	 	 
	 	Eaton Vance Trust Company Multi-Asset Credit Fund II, a separate trust fund of Eaton
    Vance Trust Company Collective Investment Trust for Employee Benefit Plans III
	 	 	 
	 	By:	/s/ Steve
    Concannon
	 	Name:	Steve
    Concannon
	 	Title:
    	Vice
    President



 


	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	Email: 	mdevlin@eatonvance.com


 




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	 	HOLDER:
	 	 
	 	EATON
    VANCE MULTI-ASSET CREDIT FUND II, LLC
	 	 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com




 


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	 	HOLDER:
	 	 
	 	Southeastern
    Pennsylvania Transportation Authority
	 	 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com



 


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	 	HOLDER:
	 	 
	 	NSP
    - Monticello Minnesota Retail Qualified Trust 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com




 


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	 	HOLDER:
	 	 
	 	NSP
    - Minnesota Prairie I Retail Qualified Trust 
	 	 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com



 


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	 	HOLDER:
	 	 
	 	NSP
    - Minnesota Prairie II Retail Qualified Trust
	 	 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com



 


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	 	HOLDER:
	 	 
	 	The
    Regents of the University of California
	 	 
	 	 
	 	By:	/s/
    Steve Concannon
	 	Name:	Steve
    Concannon
	 	Title:	Vice
    President
	 	 	                                                                
	 	 	 
	 	Address:
	 	 
	 	2
    International Place
	 	 
	 	Boston
    MA 02110
	 	 
	 	 
	 	 
	 	Email:	mdevlin@eatonvance.com



 


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	 	HOLDER:
	 	 
	 	Ellington
    Special Relative Value Fund LLC,
	 	 
	 	By
    Ellington Management Group LLC, its Investment Manager
	 	 
	 	By:	/s/
    David Dubbert
	 	Name:	David
    Dubbert
	 	Title:	Authorized
    Signatory
	 	 
	 	 
	 	Address:
	 	 
	 	c/o
    Ellington Management Group
	 	 
	 	53
    Forest Ave, 3rd Floor 
	 	 
	 	Old
    Greenwich, CT 06870
	 	 
	 	Email:	dubbert@ellington.com




 


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	 	HOLDER:
	 	 
	 	EPO
    II (B) Special Holdings Ltd.,
	 	 
	 	By
    Ellington Management Group LLC, its Investment Manager
	 	 
	 	By:	/s/
    David Dubbert
	 	Name:	David
    Dubbert
	 	Title:	Authorized
    Signatory
	 	 
	 	 
	 	Address:
	 	 
	 	c/o
    Ellington Management Group
	 	 
	 	53
    Forest Ave, 3rd Floor 
	 	 
	 	Old
    Greenwich, CT 06870
	 	 
	 	Email:	dubbert@ellington.com



 


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	 	HOLDER:
	 	 
	 	Ellington
    Credit Opportunities, Ltd.,
	 	 
	 	By
    Ellington Management Group LLC, its Investment Manager
	 	 
	 	By:	/s/
    David Dubbert
	 	Name:	David
    Dubbert
	 	Title:	Authorized
    Signatory
	 	 
	 	 
	 	Address:
	 	 
	 	c/o
    Ellington Management Group
	 	 
	 	53
    Forest Ave, 3rd Floor 
	 	 
	 	Old
    Greenwich, CT 06870
	 	 
	 	Email:	dubbert@ellington.com



 


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	 	HOLDER:
	 	 
	 	Ellington
    Warlander Partners LP,
	 	 
	 	By
    Ellington Management Group LLC, its Investment Manager
	 	 
	 	By:	/s/
    David Dubbert
	 	Name:	David
    Dubbert
	 	Title:	Authorized
    Signatory
	 	 
	 	 
	 	Address:
	 	 
	 	c/o
    Ellington Management Group
	 	 
	 	53
    Forest Ave, 3rd Floor 
	 	 
	 	Old
    Greenwich, CT 06870
	 	 
	 	Email:	dubbert@ellington.com



 


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	 	HOLDER:
	 	 
	 	Ellington Special Opportunities LLC,
	 	 
	 	By Ellington Management Group LLC, its Investment Manager
	 	 
	 	By:  	/s/ David
    Dubbert
	 	Name:
    David Dubbert
	 	Title:
    Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o
    Ellington Management Group
	 	 
	 	53
    Forest Ave, 3rd Floor
	 	 
	 	Old
    Greenwich, CT 06870
	 	 
	 	Email:
    dubbert@ellington.com



 





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	 	HOLDER:
	 	 
	 	KING STREET GLOBAL DRAWDOWN FUND, L.P.
	 	 
	 	By: King Street Capital Management, L.P. Its Investment Manager
	 	 
	 	By:	/s/ Howard Baum
	 	Name: Howard Baum
	 	Title: Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o King Street Capital Management,
    L.P.
	 	 
	 	299 Park Avenue, 40th
    Floor
	 	 
	 	New York, NY 10171
	 	 
	 	Email: CorpActionsOps@kingstreet.com



 





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	 	HOLDER:
	 	 
	 	KING STREET ACQUISITION COMPANY, L.L.C.
	 	 
	 	By:	King Street Capital Management, L.P.

 Its Manager
	 	 
	 	By:  	/s/ Howard Baum
	 	Name: Howard Baum
	 	Title: Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o King Street Capital Management,
    L.P.
	 	 
	 	299 Park Avenue, 40th
    Floor 
	 	 
	 	New York, NY 10171
	 	 
	 	Email: CorpActionsOps@kingstreet.com



 





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	 	HOLDER:
	 	 
	 	KING STREET CAPITAL, L.P.
	 	 
	 	By:	 King Street Capital Management, L.P.

 Its Investment Manager
	 	 
	 	By:	/s/ Howard Baum
	 	Name: Howard Baum
	 	Title: Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o King Street Capital Management, L.P.
	 	 
	 	299 Park Avenue, 40th Floor
	 	 
	 	New York, NY 10171
	 	 
	 	Email: CorpActionsOps@kingstreet.com




 





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	 	HOLDER:
	 	 
	 	KING
                                            STREET CAPITAL MASTER FUND, LTD.



	 	 
	 	By:	 King Street Capital Management, L.P.

 Its Investment Manager
	 	 
	 	By:  	/s/ Howard Baum
	 	Name: Howard Baum
	 	Title: Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o King Street Capital Management,
    L.P.
	 	 
	 	299 Park Avenue, 40th
    Floor 
	 	 
	 	New York, NY 10171
	 	 
	 	Email: CorpActionsOps@kingstreet.com



 


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	 	HOLDER:
	 	 
	 	ZINNIA
                                            PERCH, L.L.C.



	 	 
	 	By:	King Street Capital Management, L.P.

 Its Manager
	 	 
	 	By:  	  /s/ Howard Baum
	 	Name: Howard Baum
	 	Title: Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o King Street Capital Management, L.P.
	 	 
	 	299 Park Avenue, 40th
    Floor 
	 	 
	 	New York, NY 10171
	 	 
	 	Email: CorpActionsOps@kingstreet.com



 





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	 	HOLDER:
	 	 
	 	Livello Capital Special Opportunities Master Fund LP
	 	 
	 	By:  	/s/ Joseph Salegna
	 	Name: Joseph Salegna
	 	Title: Chief Financial Officer, Livello Capital Management LP
	 	 
	 	Address:
	 	 
	 	1 World Trade Center, 85th
    Fl
	 	 
	 	New York, NY 10007
	 	 
	 	 
	 	 
	 	Email: jsalegna@livellocap.com




 


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	 	HOLDER:
	 	 
	 	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
	 	 
	 	Address:
	 	 
	 	Marathon Asset Management
	 	 
	 	1 Bryant Park, 38th Floor New York, NY 10036
	 	 
	 	Attention:
    Jeff Jacob
	 	 
	 	Email: jjacob@marathonfund.com




 


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	 	HOLDER:
	 	 
	 	MILLENNIUM CMM, LTD.
	 	By: Millennium International Management LP,
	 	its Investment Manager
	 	 
	 	By:  	/s/ Mark Meskin
	 	Name: Mark Meskin
	 	Title: Chief Trading Officer
	 	 
	 	Address:
	 	 
	 	c/o Millennium International Management LP
	 	 
	 	399 Park Avenue
	 	 
	 	New York, NY 10022
	 	 
	 	Email: PIPES@mlb.com




 


	 	 




 


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	 	HOLDER:
	 	 
	 	SUNRISE PARTERS
    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
	 	 
	 	Address:
	 	c/o 
    Maples Corporate Services Limited
	 	 
	 	PO
    Box 309, Ugland House
	 	 
	 	Grand
    Cayman, KY1-1104, Cayman Islands
	 	 
	 	Email: 	rschmitz@paloma.com;
	 	 	dambrose@paloma.com




 


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HOLDER:


 


PWCM Master Fund Ltd.


 


Pentwater Credit Master Fund Ltd.


 


LMA SPC for and on behalf of the MAP 98 Segregated Portfolio


 


Oceana Master Fund Ltd.


 


Investment Opportunities SPC for the account of Investment Opportunities
3 Segregated Portfolio


 


Pentwater Unconstrained Master Fund Ltd.


 


	 	By:
    	/s/
    Neal Nenadovic                                         
	 	Name:
    Neal Nenadovic
	 	Title:
    Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	Pentwater
    Capital Management LP
	 	 
	 	1001
    10th Avenue South, Suite 216
	 	 
	 	Naples,
    FL, 34102
	 	 
	 	Email:
    nenadovic@pwcm.com




 


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	 	HOLDER:
	 	 
	 	P.
    Scheenfeld Asset Management LP, as investment adviser to certain funds and managed accounts
	 	 
	 	By: 	/s/
    Alan Chan                                     
	 	Name:
    Alan Chan
	 	Title:
    CCO & Counsel
	 	 
	 	Address:
	 	 
	 	1350
    Avenue of the Americas, 21st Floor
	 	 
	 	New
    York, NY 10019
	 	 
	 	 
	 	 
	 	Email:
    legal@psam.com



 


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	 	HOLDER:
	 	 
	 	KIA
    II LLC
	 	 
	 	By:	/s/ Tim DiDona                                     
	 	Name:
    Tim DiDona
	 	Title:
    VP
	 	 
	 	Address:
	 	 
	 	677
    Washington Blvd
	 	 
	 	Suite
    500
	 	 
	 	Stamford,
    CT 06901
	 	 
	 	Email:
    operations@wexford.com




 


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	 	HOLDER:
	 	 
	 	Wexford
    Spectrum Trading Limited
	 	 
	 	By:	/s/

    Tim DiDona                                      
	 	Name:
    Tim DiDona
	 	Title:
    VP
	 	 
	 	Address:
	 	 
	 	677
    Washington Blvd
	 	 
	 	Suite
    500
	 	 
	 	Stamford,
    CT 06901
	 	 
	 	Email:
    operations@wexford.com




 


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	 	HOLDER:
	 	 
	 	WHITEBOX RELATIVE
    VALUE PARTNERS, L.P.
	 	 
	 	By: Whitebox
    Advisors LLC its investment manager
	           	 
	 	By: 	/s/
     Luke Harris                                     
	 	Name: Luke Harris
	 	Title: General
Counsel - Corporate, Transactions & Litigation
	 	 
	 	Address:
	 	 
	 	3033 Excelsior
    Blvd., Suite 500
	 	 
	 	Minneapolis, MN
    55416
	 	 
	 	 
	 	Email: AThau@whiteboxadvisors.com;
	 	SSpecken@whiteboxadvisors.com



 


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	 	HOLDER:
	 	 
	 	WHITEBOX MULTI-STRATEGY
    PARTNERS, L.P.
	 	 
	 	By: Whitebox
    Advisors LLC its investment manager
	 	 
	 	By: 	/s/
    Luke Harris                                     
	 	Name: Luke Harris
	 	Title: General
    Counsel – Corporate, 

    Transactions & Litigation
	 	 
	 	Address:
	 	 
	 	3033
    Excelsior Blvd., Suite 500
	 	 
	 	Minneapolis,
    MN 55416
	 	 
	 	 
	 	 
	 	Email:
    AThau@whiteboxadvisors.com;
	 	SSpecken@whiteboxadvisors.com


 


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	 	HOLDER:
	 	 
	 	WHITEBOX GT FUND, LP
	 	 
	 	By: Whitebox
    Advisors LLC its investment manager
	 	 
	 	By: 	/s/
    Luke Harris                                     
	 	Name: Luke Harris
	 	Title: General
    Counsel  – Corporate, 

    Transactions & Litigation
	 	 
	 	Address:
	 	 
	 	3033
    Excelsior Blvd., Suite 500
	 	 
	 	Minneapolis,
    MN 55416
	 	 
	 	 
	 	 
	 	Email:
    AThau@whiteboxadvisors.com;
	 	SSpecken@whiteboxadvisors.com


 


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	 	HOLDER:
	 	 
	 	AG
    CREDIT SOLUTIONS NON-ECI MATER FUND, L.P.
	 	AG
    CATALOOCHEE, L.P.
	 	AG
    CORPORATE CREDIT OPPORTUNITIES FUND, L.P.
	 	AG
    CENTRE STREET PARTNERSHIP, L.P.
	 	AG
    MM, L.P.
	 	AG
    CAPITAL SOLUTIONS SMA ONE, L.P.
	 	AG
    SUPER FUND MASTER, L.P.
	 	 
	 	By:
    Angelo, Gordon & Co., L.P. as manager or advisor
	 	 
	 	By:	/s/
    Christopher Moore                                 
	 	Name:
    Christopher Moore
	 	Title:
    Authorized Signatory
	 	 
	 	Address:
	 	 
	 	245
    Park Avenue
	 	 
	 	New
    York, NY 10167
	 	 
	 	Attn:
    Mark Bernstein
	 	 
	 	Email:
    mbernstein@angelogordon.com




 


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	 	SCOPIA LONG QP LLC
	 	By: Scopia Capital GP LLC, its Managing Member
	 	 
	 	By: 	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title: Vice President
	 	 
	 	SCOPIA INTERNATIONAL MASTER FUND LP
	 	By: Scopia Capital GP LLC, its General Partner
	 	 
	 	By: 	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title: Vice President
	 	 
	 	SCOPIA PX LLC
	 	By: Scopia
    Capital. GP LLC, its Managing Member
	 	 
	 	By:	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title: Vice President  
	 	 
	 	SCOPIA PX INTERNATIONAL MASTER FUND LP
	 	By: Scopia Capital GP LLC, its General Partner
	 	 
	 	By:	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title: Vice President
	 	 
	 	405 MSTV I LP
	 	By: Scopia Capital Management LP, its Trading Advisor
	 	 
	 	By: 	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title: Chief Operating Officer  
	 	 
	 	PRELUDE OPPORTUNITY FUND LP
	 	By: Scopia Capital Management LP, its Sub-Advisor
	 	 
	 	By:	/s/  Aaron Morse
	 	 	Name: Aaron Morse
	 	 	Title. Chief Operating Officer



 


For all entities on this signature page:


Address:
c/o Scopia Capital Management LP, 152 West 57th Street, 33rd Floor, New York, NY 10019


Email: arnorse@scopia.com; jlande@scopia.com


 


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	 	HOLDER:
	 	 
	 	APOLLO CAPITAL MANAGEMENT, L.P.,
	 	on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed, and/or advised by it or its affiliates
	 	 
	 	By: Apollo Capital Management GP, LLC, its general partner
	 	 
	 	By: 	/s/  Joseph D. Glatt
	 	Name: Joseph D. Glatt
	 	Title: Vice President 
	 	 
	 	Address:
	 	 
	 	9 West 57th Street
	 	 
	 	New York, NY 10019 
	 	 
	 	Email: jglatt@apollo.com



 


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	 	HOLDER:
	 	 
	 	MP 2019 Mezzanine Master, L.P.
	 	By: HPS Mezzanine Management 2019, LLC, its Investment Manager
	 	By: HPS Investment Partners, LLC, its Sole Member
	 	 
	 	By:	/s/ Mark Rubenstein
	 	Name: 	Mark Rubenstein
	 	Title:	Managing Director
	 	 
	 	MP 2019 Onshore Mezzanine Master, L.P.
	 	By: HPS Mezzanine Management 2019, LLC, its Investment Manager
	 	By: HPS Investment Partners, LLC, its Sole Member
	 	 
	 	By:	/s/ Mark Rubenstein
	 	Name:	Mark Rubenstein
	 	Title:	Managing Director
	 	 
	 	MP 2019 AP Mezzanine Master, L.P.
	 	By: HPS Mezzanine Management 2019, LLC, its Investment Manager
	 	By: HPS Investment Partners, LLC, its Sole Member
	 	 
	 	By:	/s/ Mark Rubenstein
	 	Name: 	Mark Rubenstein
	 	Title:	Managing Director
	 	 
	 	 	Address:
	 	 
	 	 	40 W 57th Street, 33rd Floor
	 	 	 
	 	 	New York, NY 10019
	 	 	 
	 	 	 
	 	 	 
	 	 	Email:	mark.rubenstein@hpspartners.com



 


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	 	HOLDER:
	 	 
	 	ASOF HOLDINGS I, L.P.
	 	 
	 	By: ASOF Investment Management LLC, its manager
	 	 
	 	 
	 	By:	/s/ Craig Snyder
	 	Name: 	Craig Snyder
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	ASOF Holdings I, L.P.
	 	c/o Ares Management LLC
	 	2000 Avenue of the Stars, 12th Floor
	 	Los Angeles, CA 90067
	 	Attention: Craig Snyder
	 	Email: csnyder@aresmgmt.com


 


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	 	HOLDER:
	 	 
	 	Diameter Master Fund LP
	 	By: Diameter Capital Partners LP
	 	 
	      	By:   	Shailini Rao
	 	Name: 	Shailini Rao
	 	Title: 	General Counsel and CCO
	 	 
	 	Address:
	 	 
	 	c/o Diameter Capital
    Partners LP
	 	 
	 	55
    Hudson Yards, 29th Floor
	 	 
	 	New
    York, NY 10001
	 	 
	 	Email: 	srao@diametercap.com;
	 	pevans@diametercap.com;
	 	hkondapalli@diametercap.com


 


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	 	HOLDER:
	 	 
	 	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
	 	 
	 	By: Oaktree Fund GP, LLC
	 	Its: General Partner
	 	 
	 	By: Oaktree Fund GP I, L.P.
	 	Its: Managing Member
	 	 
	 	By: 	/s/ Kaj Vazales
	 	Name: 	Kaj Vazales
	 	Title: 	Authorized Signatory
	 	 
	 	By: 	/s/ Jordan Mikes
	 	Name: 	Jordan Mikes
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	Oaktree Capital Management, L.P.
	 	333 South Grand Avenue, 28th Floor
	 	Los Angeles, CA 90071
	 	Attention: Kaj Vazales; Jordan Mikes
	 	E-mail:	kvazales@oaktreecapital.com;
	 	 	jmikes@oaktreecapital.com


 


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	 	HOLDER:
	 	 
	 	Oaktree Opportunities
    Fund XI Holdings (Delaware), L.P.
	 	 
	 	By: Oaktree Fund
    GP, LLC
	 	Its: General Partner
	 	 
	 	By: Oaktree Fund
    GP I, L.P.
	 	Its: Managing Member
	 	 
	 	By: 	/s/
    Kaj Vazales
	 	Name: 	Kaj Vazales
	 	Title: 	Authorized Signatory
	 	 
	 	By:	/s/ Jordan Mikes
	 	Name: 	Jordan Mikes
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	Oaktree Capital
    Management, L.P.
	 	333 South Grand
    Avenue, 28th Floor
	 	Los Angeles, CA
    90071
	 	Attention: Kaj
    Vazales; Jordan Mikes
	 	E-mail: 	kvazales@oaktreecapital.com;
	 	 	jmikes@oaktreecapital.com


 


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	 	HOLDER:
	 	 
	 	Oaktree Value Opportunities Fund Holdings, L.P.
	 	 
	 	By: Oaktree Value Opportunities Fund GP, L.P.

                                Its: General Partner

	 	 
	 	By: Oaktree Value Opportunities Fund GP Ltd.

                                Its: General Partner

	 	 
	 	By: Oaktree Capital Management, L.P.
	 	Its: Director
	 	 
	 	By:	/s/ Steven Tesoriere
	 	Name: 	Steven Tesoriere
	 	Title: 	Managing Director
	 	 
	 	By:	/s/ Jordan Mikes
	 	Name: 	Jordan Mikes
	 	Title: 	Managing Director
	 	 
	 	Address:
	 	 
	 	Oaktree Capital Management, L.P.
	 	333 South Grand Avenue, 28th Floor
	 	Los Angeles, CA 90071
	 	Attention: Steven Tesoriere; Jordan Mikes
	 	E-mail:	stesoriere@oaktreecapital.com;
	 	 	jmikes@oaktreecapital.com


 


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	 	HOLDER:
	 	 
	 	Oaktree Value Equity Holdings, L.P.
	 	 
	 	By: Oaktree Value Equity Fund GP, L.P.

                                Its: General Partner

	 	 
	 	By: Oaktree Value Equity Fund GP Ltd.

                                Its: General Partner

	 	 
	 	By: Oaktree Capital Management, L.P.

                                Its: Director

	 	 
	 	By:	/s/ Henry Orren
	 	Name: 	Henry Orren
	 	Title: 	Senior Vice President
	 	 
	 	By:	/s/ Peter Boos
	 	Name: 	Peter Boos
	 	Title: 	Vice President
	 	 
	 	Address:
	 	 
	 	Oaktree Capital Management, L.P.
	 	333 South Grand Avenue, 28th Floor
	 	Los Angeles, CA 90071
	 	Attention: Henry Orren; Peter Boos
	 	E-mail: 	horren@oaktreecapital.com;
	 	 	pboos@oaktreecapital.com


 


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	 	HOLDER:
	 	 
	 	Oaktree Phoenix Investment Fund, L.P.
	 	 
	 	By: Oaktree Phoenix Investment Fund GP, L.P.

                                Its: General Partner

	 	 
	 	By: Oaktree Phoenix Investment Fund GP Ltd.

                                Its: General Partner

	 	 
	 	By: Oaktree Capital Management, L.P.

                                Its: Director

	 	 
	 	By:	/s/ Steven Tesoriere
	 	Name: 	Steven Tesoriere
	 	Title: 	Managing Director
	 	 
	 	By: 	/s/ Andrew West
	 	Name: 	Andrew West
	 	Title: 	Vice President
	 	 
	 	Address:
	 	 
	 	Oaktree Capital Management, L.P.
	 	333 South Grand Avenue, 28th Floor
	 	Los Angeles, CA 90071
	 	Attention: Steven Tesoriere; Andrew West
	 	E-mail: 	stesoriere@oaktreecapital.com;
	 	 	awest@oaktreecapital.com


 


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	 	HOLDER:
	 	 
	
    

     

    
	OC III FIE VIII LP
	 
	By: OC III GP LLC, its general partner
	 
	By:	/s/ Adam. L. Gubner
	 	 	Name: Adam. L. Gubner
	 	 	Title: Authorized Person
	 	 
	 	Address:
	 	 
	 	650 Newport Center Drive
	 	Newport Beach, CA 92660
	 	Email: ControlGroupNB@pimco.com
	 	 
	
      

    
	OC III LVS XVIII LP
	 
	By: OC III GP LLC, its general partner
	 
	By:	/s/ Adam. L. Gubner
	 	 	Name: Adam L. Gubner
	 	 	Title: Authorized Person
	 	 
	 	Address:
	 	 
	 	650 Newport Center Drive
	 	Newport Beach, CA 92660
	 	Email: ControlGroupNB@pimco.com



 


 


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	 	HOLDER:
	 	 
	 	CENTAURUS CAPITAL LP
	 	 
	 	By: Centaurus Holdings, LLC, its General Partner
	 	 
	 	By:	/s/ John D. Arnold
	 	Name: 	John D. Arnold
	 	Title: 	Manager of Centaurus Holdings, LLC
	 	 
	 	Address:
	 	 
	 	1717 West Loop South, Suite 1800
	 	 
	 	Houston, TX 77027
	 	 
	 	 
	 	 
	 	Email:	eapcalls@centcan.net, allen@centeap.net.,
	 	 	sdouglas@ceMaurusenergy.com


 


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	 	HOLDER:
	 	 
	 	ALTA FUNDAMENTAL ADVISERS SP
    LLC – SERIES Q
	 	 
	 	By:	/s/ Jeremy Carton     	 
	 	Name: 	Jeremy Carton
	 	Title: 	Authorized Signatory



 


	 	Address:
	 	 
	 	1500
    Broadway
	 	 
	 	Suite
    704
	 	 
	 	New
    York, NY 10036
	 	 
	 	Email:	Operations@altafundamental.com
	 	 




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	 	HOLDER:
	 	 
	 	ALTA FUNDAMENTAL ADVISERS SP LLC – SERIES S
	 	 
	 	By:	/s/ Jeremy Carton     	 
	 	Name: 	Jeremy Carton
	 	Title: 	Authorized Signatory



 


	 	Address:
	 	 
	 	1500
    Broadway
	 	 
	 	Suite
    704
	 	 
	 	New
    York, NY 10036
	 	 
	 	Email:	Operations@altafundamental.com
	 	 




 


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	 	HOLDER:
	 	 
	 	FCOF V EXPANSION UB INVESTMENTS LP
	 	 
	 	By: FCOF V Expansion UB Investments Holdings GP LLP, its
    general partner
	 	 
	 	By:	/s/ William Covino	 
	 	Name:	William Covino
	 	Its:	Chief Financial Officer



 


	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number: 	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com
	 	 
	 	FCO MA VUB SECURITIES LLC
	 	 
	 	By:	/s/ William Covino
	 	Name:	William Covino
	 	Its:	Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number:	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com



 


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	 	FCO MA CENTRE STREET II EXP (ER) LP
	 	 
	 	By: FCO MA Centre II GP LLC, its general partner
	 	 
	 	By:	/s/ William Covino	 
	 	Name:	William Covino	 
	 	Its:	Chief Financial Officer	 



 


	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number: 	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com
	 	 
	 	FCO MA CENTRE STREET II EXP (P) LP
	 	 
	 	By: FCO MA Centre II LLC, its
    general partner
	 	 
	 	By:	/s/ William Covino
	 	Name:	William Covino
	 	Its:	Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number:	N/A
	 	Email-1:	Mpolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com



 


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	 	FCO MA CENTRE STREET II EXP (TR) LP
	 	 
	 	By: FCO MA Centre II GP LLC, its general partner
	 	 
	 	By:	/s/ William Covino	 
	 	Name:	William Covino	 
	 	Its:	Chief Financial Officer	 



 


	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number: 	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com
	 	 
	 	SUP FCO MA III UB SECURITIES LLC
	 	 
	 	By:	/s/ William Covino
	 	Name:	William Covino
	 	Its:	Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number:	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com



 


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	 	FORTRESS CREDIT OPPORTUNITIES FUND V EXPANSION MA-C L.P.
	 	 
	 	By: FCO Fund V MA-C GP LLC, its general partner
	 	 
	 	By:	/s/ William Covino	 
	 	Name:	William Covino	 
	 	Title:	Chief Financial Officer	 



 


	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number: 	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com
	 	 
	 	FORTRESS CREDIT OPPORTUNITIES FUND V EXPANSION MA-CRPTF L.P.
	 	 
	 	By: FCO Fund V MA-CRPTF GP LLC, its general partner
	 	 
	 	By:	/s/ William Covino
	 	Name:	William Covino
	 	Its:	Chief Financial Officer
	 	 
	 	Address:
	 	 
	 	c/o Fortress Investments Group LLC
	 	1345 Avenue of the Americas, 46TH F1
	 	New York, NY, 10105
	 	Attention:	Michael A. Polidoro
	 	Fax Number:	N/A
	 	Email-1:	MPolidoro@Fortress.com
	 	Email-2:	CreditOperations@fortress.com



 


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	 	HOLDER:
	 	 
	 	SACHEM HEAD LP
	 	 
	 	By: Sachem Head Capital Management LP, its investment manager
	 	 
	 	By:	/s/ Michael D. Adamski
	 	Name: 	Michael D. Adamski
	 	Title: 	General Counsel
	 	 
	 	Address:
	 	 
	 	c/o
    Sachem Head Capital Management LP
	 	 
	 	250
    West 55th Street, 34th Floor
	 	 
	 	New
    York, New York 10019
	 	 
	 	Email: michael@sachemhead.com




 


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	 	HOLDER:
	 	 
	 	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
	 	 
	 	Address:
	 	 
	 	1585 Broadway Floor 2
	 	 
	 	New York, NY 10036
	 	 
	 	Email:brian.mcgowan@morganstanley.com
	 	 
	 	Email: ted.murphy@morganstanley.com


 


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	 	HOLDER:
	 	 
	 	Nomura Corporate Research and Asset Management Inc. as investment
    adviser on behalf of certain funds and accounts
	 	 
	 	By:	/s/ Stephen Kotsen
	 	Name: 	Stephen Kotsen
	 	Title: 	Managing Director
	 	 
	 	Address:
	 	 
	 	309 West 49th Street,
    19th Floor
	 	 
	 	New York, NY 10019
	 	 
	 	 
	 	 
	 	Email:	Michael.profili@nomura.com


 


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	 	HOLDER:
	 	 
	 	CAPITAL VENTURES INTERNATIONAL
	 	 
	 	By: Susquehanna
    Advisors Group, Inc., its authorized agent
	 	 
	 	By:	/s/ Ted Bryce	 
	 		Name: Ted Bryce
	 	 	Title: Vice President



 


	 	Address:
	 	 
	 	Capital
    Ventures International 
	 	 
	 	c/o Susquehanna Advisors Group,
    Inc.
	 	 
	 	401 City Avenue – Suite 220
	 	 
	 	Bala Cynwyd, PA 19004
	 	 
	 	Email:	convertsops@sig.com
	 	 




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	 	HOLDER:
	 	 
	 	CASPIAN FOCUSED OPPORTUNITIES FUND,
    L.P.
	 	 
	 	By:	/s/ Adele Kittredge Murray              
	 	Name: 	Adele Kittredge Murray
	 	Title:	 Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o Caspian Capital LP
	 	 
	 	10 East 53rd Street, 35th
    Floor
	 	 
	 	New York, NY 10022
	 	 
	 	Email: legal@caspianlp.com;

 susan@caspianlp.com;
    ops@caspianlp.com


 


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	 	HOLDER:
	 	 
	 	CASPIAN SC HOLDINGS, L.P.
	 	 
	 	By:	/s/ Adele Kittredge Murray            
	 	Name: 	Adele Kittredge Murray
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o Caspian Capital LP
	 	 
	 	10 East 53rd Street, 35th
    Floor
	 	 
	 	New York, NY 10022
	 	 
	 	Email: legal@caspianlp.com; susan@caspianlp.com; ops@caspianlp.com



 


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	 	HOLDER:
	 	 
	 	CASPIAN SELECT CREDIT MASTER FUND, LTD.
	 	 
	 	By:	/s/ Adele Kittredge Murray                
	 	Name: 	Adele Kittredge Murray
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o Caspian Capital LP
	 	 
	 	10 East 53rd Street, 35th
    Floor
	 	 
	 	New York, NY 10022
	 	 
	 	Email: legal@caspianlp.com; susan@caspianlp.com;
    ops@caspianlp.com


 


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	 	HOLDER:
	 	 
	 	SPRING CREEK CAPITAL, LLC
	 	 
	 	By:	/s/ Adele Kittredge Murray         
	 	Name:	 Adele Kittredge Murray
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o Caspian Capital LP
	 	 
	 	10 East 53rd Street, 35th
    Floor
	 	 
	 	New York, NY 10022
	 	 
	 	Email: legal@caspianlp.com; susan@caspianlp.com;
    ops@caspianlp.com


 


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	 	HOLDER:
	 	 
	 	VR GLOBAL PARTNERS, L.P.
	 	 
	 	By:	/s/ Emile du Toit                   
	 	Name: 	Emile du Toit
	 	Title: 	Authorised Signatory
	 	 
	 	Address:
	 	 
	 	Niddry Lodge
	 	1st Floor, Suite 111
	 	51 Holland Street
	 	London W8 7JB
	 	United Kingdom
	 	 
	 	Email: backoffice@vr-capital.com; jchung@vr-capital.com;
    ecarlson@vr-capital.com


 


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	 	HOLDER:
	 	 
	 	HG Vora Special Opportunities Master
    Fund, Ltd.
	 	 
	 	By: HG Vora Capital Management, LLC as
    investment adviser
	 	 
	 	By:	/s/ Mandy
    Lam                       
	 	Name:	Mandy Lam
	 	Title:	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	330 Madison Avenue, 20th floor
	 	 
	 	New York, NY 10017
	 	 
	 	 
	 	 
	 	Email:hgvops@hgvora.com


 


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	 	HOLDER:
	 	 
	 	Ranger Global, LP
	 	 
	 	By:	/s/ Alex von Furstenberg                  
	 	Name: 	Alex von Furstenberg
	 	Title: 	Managing Member
	 	 
	 	Address:
	 	 
	 	3355 Barnard Way
	 	 
	 	Santa Monica, CA 90405
	 	 
	 	Email: ranger@,rangerinv.com


 


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	 	HOLDER:
	 	 
	 	Arrow Offshore, LTD
	 	 
	 	By: 	/s/ Amy
    Winnick               
	 	Name: 	Amy Winnick
	 	Title:	CFO
	 	 
	 	Address:
	 	 
	 	499 Park Avenue
	 	 
		10th Floor
	 	 
	 	New York, NY 10022
	 	 
	 	Email:aw@Rarrowinv.com


 


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	 	HOLDER:
	 	 
	 	Arrow Partners LP
	 	 
	 	By: 	/s/ Amy
    Winnick                
	 	Name: 	Amy Winnick
	 	Title:	CFO
	 	 
	 	Address:
	 	 
	 	499 Park Avenue
	 	 
	 	10th Floor
	 	 
	 	New York, NY 10022
	 	 
		Email:aw@Rarrowinv.com


 


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	 	HOLDER:
	 	 
	 	CPV Holdings, LLC
	 	 
	 	By:	/s/ Andrew B. Cohen                          
	 	Name:	Andrew B. Cohen
	 	Title: 	Authorized Signatory
	 	 
	 	Address:
	 	 
	 	c/o Cohen Private Ventures
	 	 
	 	55 Hudson Yards
	 	 
	 	New York, NY 10001
	 	 
	 	Email: Andrew.Cohen@CohenPV.com


 


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	 	HOLDER:
	 	 
	 	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/ Seth
    Denson
	 	Name: 	Seth Denson
	 	Title:	Director


 




	 	Address:
	 	 
	 	 
	 	 
	 	Email: 	 


 




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





 




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


 




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


 



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


 


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





 



[Signature
                                            Page to Registration Rights Agreement]


 






     


     


    

 


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






 




[Signature
                                            Page to Registration Rights Agreement]


 






     


     


    

 


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





 




[Signature
                                            Page to Registration Rights Agreement]



 






     


     


    

 


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


 




[Signature
                                            Page to Registration Rights Agreement]



 






     


     


    

 


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


 




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



 





[Signature
Page to Registration Rights Agreement]


 




     


     


    
 






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



 





[Signature
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	 	Highbridge
    Tactical Credit Master Fund, L.P
	 	 	 
	 	By:	Highbridge
    Capital Management, LLC,






	 	 	as
Trading Manager
	 	 	 
	 	 	/s/
    Jonathan Segal
	 	Name:	Jonathan
    Segal
	 	Title:	Managing
    Director, Co-CIO




 


[Signature
Page to Registration Rights Agreement]


 




     


     


    

 





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




 


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




 


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





 


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




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


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




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


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




 


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


 


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



 


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



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	Oaktree Phoenix Investment Fund, L.P. 
	 	 
	 	By:	Oaktree Phoenix Investment Fund GP,
    L.P.
	 	Its:	 General Partner
	 	
	 	By:	Oaktree Phoenix Investment Fund GP
    Ltd.
	 	Its:	General Partner
	 	 
	 	By:	Oaktree Capital Management, L.P.
	 	Its:	Director
	 	 
	 	By:	/s/ Andrew West 
	 	Name:	Andrew West 
	 	Title:	Vice President
	 	 
	 	By:	/s/ Steven Tesoriere
	 	Name: 	 Steven Tesoriere
	 	Title :	Managing Director



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	Oaktree Value Equity Holdings, L.P.
	 	 
	 	By:	Oaktree Value Equity Fund GP,
    L.P.
	 	Its:	 General Partner
	 	
	 	By:	Oaktree  Value Equity Fund GP
    Ltd.
	 	Its:	General Partner
	 	 
	 	By:	Oaktree Capital Management, L.P.
	 	Its:	Director
	 	 
	 	By:	/s/ Peter Boos
	 	Name:	Peter Boos
	 	Title:	Vice President
	 	 
	 	By:	/s/ Henry Orren
	 	Name: 	 Henry Orren
	 	Title :	Senior Vice President




 



[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	HOLDER:
	 	 
	 	JEFFERIES LLC
	 	 
	 	By:	/s/ William P. McLoughlin
	 	Name: William P. McLoughlin
	 	Title: SVP
	 	 
	 	Address:
	 	 
	 	520 Madison Avenue
	 	 
	 	New York, NY 10022
	 	 
	 	Email: bmcloughlin@jefferies.com




 





[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	Ranger
    Global, LP
	 	 
	 	By:	/s/ Alex von Furstenberg
                       
	 	Name:	Alex von Furstenberg
	 	Its:	Managing Member




 


	 	Address:
	 	 
	 	3355 Barnard Way
	 	Santa Monica, CA 90405
	 	 
	 	Attention:	Alex von Furstenberg
	 	Fax Number:	 310-271-7795
	 	Email Address:	ranger@rangerinv.com



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	Honeycomb
    Master Fund LP
	 	 
	 	By:	/s/ Vick Sandhu 
	 	Name: 	Vick Sandhu 
	 	Its: Authorized Signatory and COO/GC/CCO of Honeycomb Asset
    Management LP, Investment Manager of Honeycomb Master Fund LP




 


	 	Address:
	 	 
	 	645 Madison Avenue, 17th Floor
	 	New York, NY 10022
	 	 
	 	 
	 	Attention:	 Operations
	 	Fax Number:	 
	 	Email Address: 	 
	 	Operations@honeycombam.com



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	Arrow
    Offshore, LTD
	 	 
	 	By:	/s/ Amy Winnick
	 	Name:	Amy Winnick
	 	Its:	CFO
	 	 
	 	Address:



 


	 	499 Park Avenue 10th Floor
	 	New York, NY 10022
	 	 
	 	Attention:	Amy Winnick
	 	Fax Number:	212-243-7338
	 	Email Address:	aw@arrowinv.com,
	 	ms@arrowinv.com



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	Arrow
    Partners LP
	 	 
	 	By:	/s/ Amy Winnick
	 	Name: 	Amy Winnick
	 	Its:	CFO
	 	 
	 	Address:




 


	 	499 Park Avenue 10th Floor
	 	New York, NY 10022
	 	 
	 	Attention:	 Amy Winnick
	 	Fax Number:	 212-243-7338
	 	Email Address:	aw@arrowinv.com,
	 	ms@arrowinv.com



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 


	 	HOLDER:
	 	 
	 	FOURWORLD
    EVENT OPPORTUNITIES FUND, LP
	 	FOURWORLD
    GLOBAL OPPORTUNITIES FUND, LTD.
	 	FOURWORLD
    SPECIAL OPPORTUNITIES FUND, LLC
	 	BOOTHBAY
    ABSOLUTE RETURN STRATEGIES, LP
	 	BOOTHBAY
    DIVERSIFIED ALPHA MASTER FUND LP
	 	CADENCE
    HILL OPPORTUNITY FUND LP
	 	 
	 	By:	/s/ John Addis
	 	 	Name:	John Addis
	 	 	Title:	Authorized Signatory




 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 





	 	HOLDER:
	 	 
	 	HEin park CAPITAL MANAGEMENT lp, on behalf of certain funds it manages
	 	 
	 	By:	/s/ Jay Schoenfarber
	 	Name:	Jay Schoenfarber
	 	Title: 	General Counsel
	 	 
	 	Address:
	 	 
	 	888 7th Avenue,
    4th Floor
	
     

    
	
	 	New York, NY 10106
	 	 
	 	Email: jschoenfarber@heinpark.com


 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


	 	 
	 	HOLDER:
	 	 
	 	Corbin Opportunity
    Fund, L.P.
	 	By:	Corbin Capital Partners, L.P.,
    its Investment Manager
	 	 
	 	By:	/s/
    Daniel Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel
	 	 
	 	Address:
	 	 
	 	Corbin
    Opportunity Fund, L.P.
	 	 
	 	c/o
    Corbin Capital Partners, L.P.
	 	 
	 	590
    Madison Ave., 31st Floor
	 	 
	 	New
    York, NY 10022
	 	 
	 	Email:	Fof-ops@corbincapital.com




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





	 	 
	 	HOLDER:
	 	 
	 	Pinehurst
                                            Partners, L.P.

	 	By:	Corbin Capital Partners, L.P., its Investment Manager
	 	 
	 	By:	/s/
    Daniel Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel
	 	 
	 	Address:
	 	 
	 	Pinehurst
    Partners, L.P.
	 	 
	 	c/o
    Corbin Capital Partners, L.P.
	 	 
	 	590
    Madison Ave., 31st Floor
	 	 
	 	New
    York, NY 10022
	 	 
	 	Email:	Fof-ops@corbincapital.com


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 
	 	FourSixThree Capital LP
	 	 
	 	By:	/s/
    William M. Kelly
	 	Name:	William Kelly
	 	Title:	Chief Operating Officer
	 	 
	 	Address:
	 	 
	 	520
    Madison Ave, 19th Floor
	 	 
	 	New York, NY 10022
	 	 
	 	 
	 	Email:	bill@463cap.com


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





	 	 
	 	HOLDER:
	 	 
	 	Jefferies Strategic Investments, LLC
	 	 
	 	By:	/s/
    Matthew B. Smith
	 	Name:	Matthew B. Smith
	 	Title:	President
	 	 
	 	Address:
	 	 
	 	520 Madison Ave
	 	New York, NY 10022
	 	 
	 	Email:	LAM_Support@leucadiaassetmanagement.com


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 
	 	Corbin
                                            ERISA Opportunity Fund, Ltd.

	 	By:	Corbin Capital Partners, L.P., its Investment Manager
	 	 
	 	By:	/s/
    Daniel Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel
	 	 
	 	Address:
	 	 
	 	Corbin
    ERISA Opportunity Fund, Ltd.
	 	 
	 	c/o
    Corbin Capital Partners, L.P.
	 	 
	 	590
    Madison Ave., 31st Floor
	 	 
	 	New
    York, NY 10022
	 	 
	 	Email:	Fof-ops@corbincapital.com


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








EXHIBIT A


 


ADOPTION AGREEMENT


 


This Adoption Agreement (“Adoption”)
is executed pursuant to the terms of the Registration Rights Agreement, dated as of June 30, 2021, a copy of which is attached hereto
(as amended, the “Registration Rights Agreement”), by the undersigned (the “Undersigned”) executing
this Adoption. Capitalized terms used herein without definition are defined in the Registration Rights Agreement and are used herein
with the same meanings set forth therein. By the execution of this Adoption, the Undersigned agrees as follows:


 


1.            Acknowledgment.
The Undersigned acknowledges that the Undersigned is acquiring certain Shares, subject to the terms and conditions of the Registration
Rights Agreement.


 


2.            Agreement.
The Undersigned (i) agrees that the Shares acquired by the Undersigned, and certain other Shares and other securities of the Company
that may be acquired by the Undersigned in the future, shall be bound by and subject to the terms of the Registration Rights Agreement,
pursuant to the terms thereof, and (ii) hereby adopts the Registration Rights Agreement with the same force and effect as if the
undersigned were originally a party thereto.


 


3.            Notice.
Any notice required as permitted by the Registration Rights Agreement shall be given to the Undersigned at the address listed beside
the Undersigned’s signature below.


 


	[NAME OF HOLDER]	Address for Notices:
	 	 
	By:	        	[l]
	Name:	[l]
	Title:	Telephone:     [l]
	Date:	Email:               [l]



 






     


     


    

 



 


SCHEDULE I


 


List of Holders


 






    I-1


    


    

 


	Name	Address for Notice
	
    400 CAPITAL CREDIT OPPORTUNITIES MASTER FUND LTD
	
    

    c/o 400 Capital Management LLC

    510 Madison Avenue, 17th Floor

    New York, NY 10022

     

    Email:

    legalnotices@400capital.com,

    operations@400capital.com,

    jnusbaum@400capital.com,

    dvazquez@400capital.com

	 	 
	
    BOSTON PATRIOT MILK ST LLC
	
    c/o 400 Capital Management LLC

    510 Madison Avenue, 17th Floor

    New York, NY 10022

     

    Email:

    legalnotices@400capital.com,

    operations@400capital.com,

    jnusbaum@400capital.com,

    dvazquez@400capital.com

	 	 
	
    400 CAPITAL TX COF I LP
	
    c/o 400 Capital Management LLC

    510 Madison Avenue, 17th Floor

    New York, NY 10022

     

    Email:

    legalnotices@400capital.com,

    operations@400capital.com,

    jnusbaum@400capital.com,

    dvazquez@400capital.com

	 	 
	AIS DENALI MASTER FUND LTD	
    c/o 400 Capital Management LLC

    510 Madison Avenue, 17th Floor

    New York, NY 10022

     

    Email:

    legalnotices@400capital.com,

    operations@400capital.com,

    jnusbaum@400capital.com,

    dvazquez@400capital.com

	 	 
	BREAN ASSET MANAGEMENT, LLC	
    3 Times Square, 14th Floor

    New York, NY 10036

     

    Email: pm@breanam.com

     




 






    I-2


    


    

 


	CANSO INVESTMENT COUNSEL LTD. in its capacity as portfolio manager for and on behalf of certain managed accounts	
    #550-100 York Blvd

    Richmond Hill, ON

     

    Email: jmorin@cansofunds.com

	 	 
	CARRONADE CAPITAL MASTER, L.P.	
    17 Old Kings Highway South –

    Suite 140

    Darien, CT 06820

     

    Email:adepanfilas@carronade.com

	 	 
	D.E. SHAW GALVANIC PORTFOLIOS,L.L.C.	
    D.E. Shaw Galvanic Portfolios, L.L.C.

    1166
    Avenue of the Americas, 9th Floor

    New York, NY 10036

    Attention: Shi Nisman

    Email: Shi.Nisman@deshaw.com

	 	 
	DEUTSCHE BANK SECURITIES INC. (solely with respect to the Distressed Products Group)	
    60 Wall Street, 3rd Floor

    New York, NY 10005

     

    Attn: David Palmisano

    Email:
    db.docs@db.com

     

	 	 
	DIAMETER DISLOCATION MASTER FUND LP 	
    c/o Diameter Capital Partners LP

    55 Hudson Yards, Suite 29B

    New York, NY 10001

     

    Email: pevans@diametercap.com;

    srao@diametercap.com;

    hkondapalli@diametercap.com

	 	 
	DIAMETER MASTER FUND LP 	
    c/o Diameter Capital Partners LP

    55 Hudson Yards, Suite 29B

    New York, NY 10001

     

    Email: pevans@diametercap.com;

    srao@diametercap.com;

    hkondapalli@diametercap.com

	 	 
	
    EATON VANCE TRUST COMPANY COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE
BENEFIT PLANS - HIGH YIELD FUND
	
    2 International Place

    Boston MA 02110

     

    Email:mdevlin@eatonvance.com

	 	 
	ELLINGTON SPECIAL RELATIVE VALUE FUND LLC	
    c/o Ellington Management Group

    53 Forest Avenue, 3rd Floor

    Old Greenwich, CT 06870

     

    Email: dubeart@ellington.com




 






    I-3


    


    

 


	EPO II (B) SPECIAL HOLDINGS LTD.	
    c/o Ellington Management Group

    53 Forest Avenue, 3rd Floor

    Old Greenwich, CT 06870

     

    Email: dubeart@ellington.com

	 	 
	ELLINGTON CREDIT OPPORTUNITIES, LTD.	
    c/o Ellington Management Group

    53 Forest Avenue, 3rd Floor

    Old Greenwich, CT 06870

     

    Email: dubeart@ellington.com

	 	 
	ELLINGTON WARLANDER PARTNERS LP	
    c/o Ellington Management Group

    53 Forest Avenue, 3rd Floor

    Old Greenwich, CT 06870

     

    Email: dubeart@ellington.com

	 	 
	ELLINGTON SPECIAL OPPORTUNITIES LLC	
    c/o Ellington Management Group

    53 Forest Avenue, 3rd Floor

    Old Greenwich, CT 06870

     

    Email: dubeart@ellington.com

	 	 
	KING STREET GLOBAL DRAWDOWN FUND, L.P.	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com

	 	 
	KING STREET ACQUISITION COMPANY, L.L.C.	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com

	 	 
	KING STREET CAPITAL, L.P.	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com




 






    I-4


    


    

 


	KING STREET CAPITAL MASTER FUND, LTD.	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com

	 	 
	ZINNIA PERCH, L.L.C.	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com

	 	 
	 	
    c/o King Street Capital Management, L.P.

    299
    Park Avenue, 40th Floor

    New York, NY 10171

     

    Email:

    CorpActionsOps@kingstreet.com

	 	 
	LIVELLO CAPITAL SPECIAL OPPORTUNITIES MASTER FUND L.P.	
    1 World Trade Center, 85th Fl

    New York, NY 10007

     

    Email: jsalegna@livellocap.com

	 	 
	MARATHON ASSET MANAGEMENT, L.P. acting on behalf of one or more investment funds managed and/or advised by Marathon Asset Management L.P.	
    1 Bryant Park, 38th FL

    New York, NY 10036

     

    Attention: Jeff Jacob

    Email: jjacob@marathonfund.com

	 	 
	MILLENNIUM CMM, LTD.	
    c/o Millennium International Management LP

    399 Park Avenue

    New York, NY 10022

    ____________________

    Email: PIPES@mlp.com

	 	 
	SUNRISE PARTNERS LIMITED PARTNERSHIP	
    c/o Maples Corporate Services Limited

    PO Box 309, Ugland House

    Grand Cayman, KY1-1104

    Cayman Islands

     

    Email: rschmitz@paloma.com

    dambrose@paloma.com

     




 






    I-5


    


    

 



 


	PWCM MASTER FUND LTD.	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	PENTWATER CREDIT MASTER FUND LTD.	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	LMA SPC for and on behalf of the MAP 98 Segregated Portfolio	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	OCEANA MASTER FUND LTD.	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	INVESTMENT OPPORTUNITIES SPC for the account of Investment Opportunities 3	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	PENTWATER UNCONSTRAINED MASTER FUND LTD.	
    Pentwater Capital Management L.P.

    1001 10th Avenue South, Suite 216

    Naples, FL 34102

     

    Email: nnenadovic@pwcm.com

	 	 
	P. SCHEENFELD ASSET MANAGEMENT LP	
    1350 Avenue of the Americas

    21st Floor

    New York, NY 10019

     

    Email: legal@psam.com

	 	 
	KIA II LLC	
    677 Washington Blvd

    Suite 500

    Stamford, CT 06901

     

    Email: operations@wexford.com




 






    I-6


    


    

 


	WEXFORD SPECTRUM TRADING LIMITED	
    677 Washington Blvd

    Suite 500

    Stamford, CT 06901

     

    Email: operations@wexford.com

	 	 
	WHITEBOX RELATIVE VALUE PARTNERS, L.P.	
    3033 Excelsior Blvd., Suite 500

    Minneapolis, MN 55416

     

    Email: AThau@whiteboxadvisors.com; SSpecken@whiteboxadvisors.com

	 	 
	WHITEBOX MULTI-STRATEGY PARTNERS, L.P.	
    3033 Excelsior Blvd., Suite 500

    Minneapolis, MN 55416

     

    Email: AThau@whiteboxadvisors.com; SSpecken@whiteboxadvisors.com

	 	 
	WHITEBOX GT FUND, LP	
    3033 Excelsior Blvd., Suite 500

    Minneapolis, MN 55416

     

    Email: AThau@whiteboxadvisors.com; SSpecken@whiteboxadvisors.com

	 	 
	AG CREDIT SOLUTIONS NON-ECI MATER FUND, L.P. 	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	AG CATALOOCHEE, L.P	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	
    AG CORPORATE CREDIT OPPORTUNITIES FUND, L.P.

     
	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com




 






    I-7


    


    

 


	AG CENTRE STREET PARTNERSHIP, L.P	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	
    AG MM, L.P.

     
	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	AG CAPITAL SOLUTIONS SMA ONE, L.P	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	AG SUPER FUND MASTER, L.P.	
    245 Park Avenue

    New York, NY 10167

     

    Attn: Mark Bernstein

    Email: mbernstein@angelogordon.com

	 	 
	SCOPIA LONG QP LLC	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com

	 	 
	SCOPIA INTERNATIONAL MASTER FUND L.P.	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com

	 	 
	SCOPIA PX LLC	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com




 






    I-8


    


    

 


	SCOPIA PX INTERNATIONAL MASTER FUND LP	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com

	 	 
	405 MSTV LLP	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com

	 	 
	PRELUDE OPPORTUNITY FUND LP	
    c/o Scopia Capital Management L.P.

    152 West 57th Street, 33rd Floor

    New York, NY 10019

     

    Email:amorse@scopia.com

    jlande@scopia.com

	 	 
	
    APOLLO CAPITAL MANAGEMENT, L.P.,

    on behalf of one or more investment funds,

    separate accounts, and other entities owned (in

    whole or in part), controlled, managed, and/or

    advised by it or its affiliates
	
    9 West 57th Street

    New York, NY 10019

     

    Email: jglatt@apollo.com

	 	 
	MP 2019 Mezzanine Master, L.P.	
    40 W 57th Street, 33rd Floor

    New York, NY 10019

     

    Email: mark.rubenstein@hpspartners.com

	 	 
	MP 2019 Onshore Mezzanine Master, L.P.	
    40 W 57th Street, 33rd Floor

    New York, NY 10019

     

    Email: mark.rubenstein@hpspartners.com

	 	 
	MP 2019 AP Mezzanine Master, L.P.	
    40 W 57th Street, 33rd Floor

    New York, NY 10019

     

    Email: mark.rubenstein@hpspartners.com




 






    I-9


    


    

 


	ASOF HOLDINGS I, L.P.	
    ASOF Holdings I, L.P.

    c/o Ares Management LLC

    2000 Avenue of the Stars,

    12th
    Floor

    Los Angeles, CA 90067

     

    Attention: Craig Snyder

    Email: csnyder@aresmgmt.com



 


	DIAMETER MASTER FUND L.P.	
    c/o Diameter Capital Partners LP

    55 Hudson Yards, 29th Floor

    New York, NY 10001

     

    Email:srao@diametercap.com;

    pevans@diametercap.com;

    hkondapalli@diametercap.com

	 	 
	
    OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Kaj Vazales;

    Jordan Mikes

     

    E-mail: kvazales@oaktreecapital.com;

    jmikes@oaktreecapital.com




 



    I-10


     


    

 


	OAKTREE OPPORTUNITIES FUND XI HOLDINGS (DELAWARE), L.P.	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Kaj Vazales;

    Jordan Mikes

     

    E-mail: kvazales@oaktreecapital.com;

    jmikes@oaktreecapital.com

	 	 
	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Steven Tesoriere; Jordan Mikes

     

    E-mail: stesoriere@oaktreecapital.com;

    jmikes@oaktreecapital.com

	 	 
	
    OAKTREE VALUE EQUITY HOLDINGS, L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Henry Orren; Peter Boos

     

    E-mail: horren@oaktreecapital.com;

    pboos@oaktreecapital.com

	 	 
	
    OAKTREE PHOENIX INVESTMENT FUND, L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Steven Tesoriere; Andrew West

     

    E-mail: stesoriere@oaktreecapital.com;

    awest@oaktreecapital.com

	 	 
	OC III FIE VIII LP	
    650 Newport Center Drive

    Newport Beach, CA 92660

     

    Email: ControlGroupNB@pimco.com

	 	 
	OC III LVS XVIII LP	
    650 Newport Center Drive

    Newport Beach, CA 92660

     

    Email: ControlGroupNB@pimco.com




 






    I-11


     


    

 


	CENTAURUS CAPITAL LP	
    1717 West South Loop - Suite 1800

    Houston, TX 77027

     

    Email: Capcalls@centcap.net, Allen@centcap.net,

    and SDouglas@centaurusenergy.com

	 	 
	ALTA FUNDAMENTAL ADVISERS SP LLC - SERIES Q	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com

	 	 
	ALTA FUNDAMENTAL ADVISERS SP LLC – SERIES S	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com

	 	 
	FCOF V EXPANSION UB INVESTMENTS LP	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

    Attention: Michael A. Polidoro

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	FCO MA V UB SECURITIES LLC	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

    Attention: Michael A. Polidoro

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	FCO MA CENTRE STREET II EXP (ER) LP	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com




 






    I-12


     


    

 


	FCO MA CENTRE STREET II EXP (P) LP	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: Mpolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	FCO MA CENTRE STREET II EXP (TR) LP	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	SUP FCO MA III UB SECURITIES LLC	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	FORTRESS CREDIT OPPORTUNITIES FUND V EXPANSION MA-C L.P.	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com

	 	 
	FORTRESS CREDIT OPPORTUNITIES FUND V EXPANSION MA-CRPTF LP	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

     

    Attention: Michael A. Polidoro

     

    Fax Number: N/A

    Email-1: MPolidoro@Fortress.com

    Email-2: CreditOperations@fortress.com




 






    I-13


     


    

 


	SACHEM HEAD LP	
    c/o Sachem Head Capital Management LP

    250 West 55th Street, 34th Floor

    New York, New York 10019

     

    Email: michael@sachemhead.com

	 	 
	
    MORGAN STANLEY & CO., LLC,

    solely on behalf of its New York distressed trading desk
	
    1585 Broadway Floor 2New York, NY 10036

     

    Email:brian.mcgowan@morganstanley.com

    Email: ted.murphy@morganstanley.com

	 	 
	Nomura Corporate Research and Asset Management Inc.	
    309 West 49th Street, 19th Floor

    New York, NY 10019

     

    Email: Michael.profili@nomura.com

	 	 
	CAPITAL VENTURES INTERNATIONAL	
    Capital Ventures International

    c/o Susquehanna Advisors Group, Inc.

    401 City Avenue - Suite 220

    Bala Cynwyd, PA 19004

     

    Email: convertsops@sig.com

	 	 
	CASPIAN FOCUSED OPPORTUNITIES FUND, L.P.	
    c/o Caspian Capital LP

    10 East 53rd Street, 35th Floor

    New York, NY 10022

     

    Email: legal@caspianlp.com; susan@caspianlp.com; ops@caspianlp.com

	 	 
	CASPIAN SC HOLDINGS, L.P.	
    c/o Caspian Capital LP

    10 East 53rd Street, 35th Floor

    New York, NY 10022

     

    Email: legal@caspianlp.com; susan@caspianlp.com; ops@caspianlp.com

	 	 
	CASPIAN SELECT CREDIT MASTER FUND, LTD.	
    c/o Caspian Capital LP

    10 East 53rd Street, 35th Floor

    New York, NY 10022

     

    Email: legal@caspianlp.com; susan@caspianlp.com; ops@caspianlp.com




 






    I-14


     


    

 


	SPRING CREEK CAPITAL, LLC	
    c/o Caspian Capital LP

    10 East 53rd Street, 35th Floor

    New York, NY 10022

     

    Email: legal@caspianlp.com; susan@caspianlp.com; ops@caspianlp.com

	 	 
	VR GLOBAL PARTNERS, L.P.	
    Niddry Lodge

    1st Floor, Suite 111

    51 Holland Street

    London W8 7JB

    United Kingdom

     

    Email: backoffice@vr-capital.com; jchung@vrcapital.

    com; ecarlson@vr-capital.com

	 	 
	
    HG Vora Special Opportunities Master Fund,

    Ltd.
	
    330 Madison Avenue, 20th floor

    New York, NY 10017

     

    Email:hgvops@hgvora.com

	 	 
	Ranger Global, LP	
    3355 Barnard Way

    Santa Monica, CA 90405

     

    Email: ranger@rangerinv.com

	 	 
	Arrow Offshore, LTD	
    499 Park Avenue

    10th Floor

    New York, NY 10022

     

    Email: aw@arrowinv.com

	 	 
	Arrow Partners LP	
    499 Park Avenue

    10th Floor

    New York, NY 10022

     

    Email: aw@arrowinv.com




 






    I-15


     


    

 


	CK Amarillo LP	
    CK Amarillo LP

    c/o Certares Management LLC

    350 Madison Avenue, 8th Floor

    New York, NY 10017

    Attention: Thomas LaMacchia, Managing Director and General Counsel

    Email: tom.lamacchia@certares.com

     

    and

    CK Amarillo LP

    c/o Knighthead Capital Management, LLC

    280 Park Avenue, 22nd Floor

    New York, NY 10017

    Attention: Laura L. Torrado, General Counsel

    Email: ltorrado@knighthead.com

     

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

    Kirkland & Ellis LLP

    601 Lexington Avenue

    New York, New York 10022

    Attention: Stephen Hessler; Tim Cruickshank

    Email: shessler@kirkland.com; tim.cruickshank@kirkland.com

     

    and

    Kirkland & Ellis LLP

    300 North La Salle

    Chicago, IL 60654

    Attention: Steve Toth

    Email: steve.toth@kirkland.com

	 	 
	CPV Holdings, LLC	
    c/o Cohen Private Ventures

    55 Hudson Yards

    New York, NY 10001

     

    Email: Andew.Cohen@CohenPV.com

	 	 
	BofA Securities Inc. solely on behalf of the US Distressed & Special Situations Group and its managed positions	 
	 	 
	Alta Fundamental Advisers Master L.P.	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com




 






    I-16


     


    

 


	
    Blackwell Partners LLC – Series A

    Authorized signatory, solely with respect to assets managed by Alta
    Fundamental Advisers LLC
	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com

	 	 
	Star V Partners LLC	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com

	 	 
	
    Alta Fundamental Advisers SP LLC

    Authorized signatory, solely with respect to assets managed by Alta
    Fundamental Advisers LLC
	
    1500 Broadway

    Suite 704

    New York, NY 10036

     

    Email:Operations@altafundamental.com

	 	 
	Glenview Institutional Partners, L.P. 	 
	 	 
	Glenview Capital Partners, L.P. 	 
	 	 
	Glenview Capital Master Fund, Ltd. 	 
	 	 
	Glenview Capital Opportunity Fund, L.P. 	 
	 	 
	Glenview Offshore Opportunity Master Fund, Ltd. 	 
	 	 
	Hampton Road Capital Master Fund LP	 
	 	 
	Jeffries Strategic Investments, LLC	 
	 	 
	Highbridge Tactical Credit Master Fund, L.P	 
	 	 
	Rubric Capital Master Fund LP	 
	 	 
	BEMAP Master Fund Ltd. 	 
	 	 
	Blackstone CSP-MST FMAP Fund	 
	 	 
	Two Seas Global (Master) Fund LP	 
	 	 
	Two Seas Duration Litigation Opportunities Fund LLC	 
	 	 
	Discovery Global Opportunity Master Fund, Ltd.	 



 






    I-17


     


    

 


	
    Oaktree Value Opportunities Fund Holdings, L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Steven Tesoriere; Andrew West

     

    E-mail: stesoriere@oaktreecapital.com;

    awest@oaktreecapital.com

	 	 
	
    Oaktree Opportunities Fund XI Holdings (Delaware), L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Kaj Vazales;

    Jordan Mikes

     

    E-mail: kvazales@oaktreecapital.com;

    jmikes@oaktreecapital.com

	 	 
	
    Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Kaj Vazales;

    Jordan Mikes

     

    E-mail: kvazales@oaktreecapital.com;

    jmikes@oaktreecapital.com

	 	 
	
    Oaktree Phoenix Investment Fund, L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Steven Tesoriere; Andrew West

     

    E-mail: stesoriere@oaktreecapital.com;

    awest@oaktreecapital.com

	 	 
	
    Oaktree Value Equity Holdings, L.P.

     
	
    Oaktree Capital Management, L.P.

    333 South Grand Avenue, 28th Floor

    Los Angeles, CA 90071

     

    Attention: Henry Orren; Peter Boos

     

    E-mail: horren@oaktreecapital.com;

    pboos@oaktreecapital.com




 






    I-18


     


    

 


	Jeffries LLC	
    520 Madison Avenue

    New York, NY 10022

    Email: bmcloughlin@jeffries.com

	 	 
	Ranger Global, LP	
    3355 Barnard Way

    Santa Monica, CA 90405

    Attention: Alex von Furstenberg

    Fax Number: 310-271-7795

    Email Address: ranger@rangerinv.com

	 	 
	
    Honeycomb Master Fund LP

     
	
    645 Madison Avenue, 17th Floor

    New York, NY 10022

    Attention: Operations

    Email Address: operations@honeycomb.com

	Arrow Offshore, LTD	
    499 Park Avenue, 10th Floor

    New York, NY 10022

    Attention: Amy Winnick

    Fax Number: 212-243-7338

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

	 	 
	Arrow Partners LP	
    499 Park Avenue, 10th Floor

    New York, NY 10022

    Attention: Amy Winnick

    Fax Number: 212-243-7338

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

	 	 
	
    Fourworld Event Opportunities Fund, LP

    Fourworld Global Opportunities Fund, LTD.

    Fourworld Special Opportunities Fund, LLC

    Boothbay Absolute Return Strategies, LP

    Boothbay Diversified Alpha Master Fund LP

    Cadence Hill Opportunity Fund LP
	 
	 	 
	Hein Park Capital Management LP, on behalf of certain funds it manages	
    888 7th Avenue, 4th Floor

    New York, NY 10106

    Email: jschoenfarber@heinpark.com

	 	 
	
    Corbin Opportunity Fund, L.P.

     
	
    Corbin Opportunity Fund, L.P.

    c/o Corbin Capital Partners, L.P.

    590 Madison Avenue, 31st Floor

    New York, NY 10022

    Email: Fof-ops@corbincapital.com

	 	 
	
    Pinehurst Partners, L.P.

     
	
    Pinehurst Partners, L.P.

    c/o Corbin Capital Partners, L.P.

    590 Madison Avenue, 31st Floor

    New York, NY 10022




 






    I-19


     


    

 


	FourSixThree Capital LP	
    520 Madison Ave, 19th Floor

    New York, NY 10022

    Email: bill@463cap.com

	 	 
	Jeffries Strategic Investments, LLC	
    520 Madison Ave

    New York, NY 10022

    LAM_Support@leucadiaassetmanagement.com

	 	 
	
    Corbin ERISA Opportunity Fund, Ltd.

     
	
    Corbin ERISA Opportunity Fund, Ltd.

    c/o Corbin Capital Partners, L.P.

    590 Madison Avenue, 31st Floor

    New York, NY 10022




 






    I-20