Common use of Exercise of Subscription Rights Clause in Contracts

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must return a duly completed and executed Beneficial Holder Subscription Form(s) and make any required payments to the Subscription Agent on or before the Subscription Instruction and Payment Deadline. (b) In the event that the funds received by the Subscription Agent do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must that is not a Debt Commitment Party must: i. return a duly completed and executed Beneficial Holder Subscription Form(sForm (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and make any required payments Subscription Agreement to the Subscription Agent or its Nominee, as applicable, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. at the same time it returns its Subscription Agreement and Subscription Form to the Subscription Agent or its Nominee, as applicable, but in no event later than the Subscription Expiration Deadline, pay, or arrange for the payment by its Nominee of, the applicable Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in the Subscription Form. (b) In order to validly exercise its Subscription Rights, each Eligible Holder that is a Debt Commitment Party must: i. return a duly executed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement to the Subscription Agent or its Nominee, as applicable, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. no later than the Backstop Funding Deadline, pay the applicable Purchase Price to the Creditor Equity Securities Escrow Account established by the Subscription Agent pursuant to the Escrow Agreement by wire transfer ONLY of immediately available funds in accordance with the instructions included in the Subscription Form. For those Eligible Holders that hold Applicable Claims through a Nominee (e.g. bank, broker, custodian, etc.), you must duly complete, execute and return your Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement in accordance with the instructions herein to your Nominee in sufficient time to allow your Nominee to process your instructions and deliver to the Subscription Agent the Master Subscription Form, your completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement and, solely with respect to the Eligible Holders that are not Debt Commitment Parties, payment of the applicable Purchase Price, payable for the Creditor Equity Rights Offering Securities elected to be purchased by such Eligible Holder, by the Subscription Expiration Deadline. Any Eligible Holder that does not hold an Applicable Claims through a Nominee must deliver their completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement and, solely with respect to the Eligible Holders that are not Debt Commitment Parties, payment of the applicable Purchase Price payable for the Creditor Equity Rights Offering Securities elected to be purchased by such Eligible Holder directly to the Subscription Agent on or before the Subscription Instruction and Payment Expiration Deadline. (b) . In all cases, Eligible Holders that are Debt Commitment Parties must deliver their payment of the applicable Purchase Price payable for the Creditor Equity Rights Offering Securities elected to be purchased by such Eligible Holder directly to the Subscription Agent no later than the Backstop Funding Deadline. In the event that the funds received by the Subscription Agent from any Eligible Holder do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Creditor Equity Rights Offering Securities elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds Creditor Equity Rights Offering Securities deemed to be purchased by such Eligible Holder will be the lesser of (ai) the number amount of the New Convertible Bonds Creditor Equity Rights Offering Securities elected to be purchased by such Eligible Holder, Holder and (bii) a number an amount of the New Convertible Bonds Creditor Equity Rights Offering Securities determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) . The cash paid to the Subscription Agent in accordance with these Creditor Equity Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released designed in escrow agreements mutually satisfactory to each of the Debt Commitment Parties and the Debtors until administered in connection with the settlement of the Creditor Equity Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must that is not a Commitment Party must: i. return a duly completed and executed applicable Beneficial Holder Subscription Form(s) and make any required payments (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent on or before its Nominee, as applicable, so that, if applicable, such documents may be transmitted to the Subscription Instruction Agent by the Nominee, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. at the same time it returns its Beneficial Holder Subscription Form(s) to its Nominee, but in no event later than the Subscription Expiration Deadline, pay, or arrange for the payment by its Nominee of, the applicable Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in the applicable Beneficial Holder Subscription Form(s). (b) In order to validly exercise its Subscription Rights, each Eligible Holder that is a Commitment Party must: i. return duly completed and Payment executed applicable Beneficial Holder Subscription Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent or its Nominee, as applicable so that, if applicable, such documents may be transmitted to the Subscription Agent by the Nominee, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. no later than the Backstop Funding Deadline, pay the applicable Purchase Price to the Subscription Agent or to the escrow account established and maintained by a third party satisfactory to the Commitment Parties and the Company (the “Escrow Account”) by wire transfer ONLY of immediately available funds in accordance with the wire instructions included in the Funding Notice. (c) With respect to 4(a) and (b) above, each Eligible Holder must duly complete, execute and return the applicable Beneficial Holder Subscription Form(s) in accordance with the instructions herein to its Nominee in sufficient time to allow its Nominee to process its instructions and deliver to the Subscription Agent the Master Subscription Form, its completed Beneficial Holder Subscription Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable), and, solely with respect to the Eligible Holders that are not Commitment Parties, payment of the applicable Purchase Price, payable for the Rights Offering Shares elected to be purchased by such Eligible Holder, by the Subscription Expiration Deadline. Eligible Holders that are Commitment Parties must deliver their payment of the applicable Purchase Price payable for the Rights Offering Shares elected to be purchased by such Commitment Party directly to the Subscription Agent or to the Escrow Account, as applicable, no later than the Backstop Funding Deadline. (bd) In the event that the funds received by the Subscription Agent or the Escrow Account, as applicable, from any Eligible Holder do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds Rights Offering Shares deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Holder, Holder and (b) a number of the New Convertible Bonds Rights Offering Shares determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible BondsRights Offering Shares. (ce) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must that is not a Debt Commitment Party must: i. return a duly completed and executed Beneficial Holder Subscription Form(sForm (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and make any required payments Subscription Agreement to the Subscription Agent or its Nominee, as applicable, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. at the same time it returns its Subscription Agreement and Subscription Form to the Subscription Agent or its Nominee, as applicable, but in no event later than the Subscription Expiration Deadline, pay, or arrange for the payment by its Nominee of, the applicable Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in the Subscription Form. (b) In order to validly exercise its Subscription Rights, each Eligible Holder that is a Debt Commitment Party must: i. return a duly executed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement to the Subscription Agent or its Nominee, as applicable, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline; and ii. no later than the Backstop Funding Deadline, pay the applicable Purchase Price to the Debt Securities Escrow Account established by the Subscription Agent pursuant to the Escrow Agreement by wire transfer ONLY of immediately available funds in accordance with the instructions included in the Subscription Form. For those Eligible Holders that hold Applicable Claims through a Nominee (e.g. bank, broker, custodian, etc.), you must duly complete, execute and return your Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement in accordance with the instructions herein to your Nominee in sufficient time to allow your Nominee to process your instructions and deliver to the Subscription Agent the Master Subscription Form, your completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement and, solely with respect to the Eligible Holders that are not Debt Commitment Parties, payment of the applicable Purchase Price, payable for the Debt Rights Offering Securities elected to be purchased by such Eligible Holder, by the Subscription Expiration Deadline. Any Eligible Holder that does not hold an Applicable Claims through a Nominee must deliver their completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and Subscription Agreement and, solely with respect to the Eligible Holders that are not Debt Commitment Parties, payment of the applicable Purchase Price payable for the Debt Rights Offering Securities elected to be purchased by such Eligible Holder directly to the Subscription Agent on or before the Subscription Instruction and Payment Expiration Deadline. (b) . In all cases, Eligible Holders that are Debt Commitment Parties must deliver their payment of the applicable Purchase Price payable for the Debt Rights Offering Securities elected to be purchased by such Eligible Holder directly to the Subscription Agent no later than the Backstop Funding Deadline. In the event that the funds received by the Subscription Agent from any Eligible Holder do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Debt Rights Offering Securities elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds Debt Rights Offering Securities deemed to be purchased by such Eligible Holder will be the lesser of (ai) the number amount of the New Convertible Bonds Debt Rights Offering Securities elected to be purchased by such Eligible Holder, Holder and (bii) a number an amount of the New Convertible Bonds Debt Rights Offering Securities determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) . The cash paid to the Subscription Agent in accordance with these Debt Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released designed in escrow agreements mutually satisfactory to each of the Debt Commitment Parties and the Debtors until administered in connection with the settlement of the Debt Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must Noteholder that is not a Backstop Party must: (i) instruct its Nominees to electronically deliver the Prepetition Notes underlying the Subscription Rights that are being exercised through ATOP such that they are received by the Subscription Expiration Deadline; (ii) return a duly completed and executed Beneficial Holder Subscription Form(sForm (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent (or its Nominee if otherwise directed by its Nominee) so that such documents are actually received by the Subscription Agent on or before the Subscription Expiration Deadline; and (iii) no later than the Subscription Expiration Deadline, pay the Purchase Price for all Subscribed Securities to the Subscription Agent by wire transfer of immediately available funds in accordance with the instructions included in Item 4 of the Beneficial Holder Subscription Form. (b) In order to validly exercise Subscription Rights, each Noteholder that is a Backstop Party must: (i) instruct its Nominees to electronically deliver the Prepetition Notes underlying the Subscription Rights that are being exercised through ATOP, such that they are received by the Subscription Expiration Deadline; (ii) return a duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent or its Nominee (as directed by its Nominee), so that such documents are actually received by the Subscription Agent on or before the Subscription Expiration Deadline; and (iii) no later than the deadline specified in the Funding Notice (as defined in the Backstop Commitment Agreement) (such deadline, the “Backstop Funding Deadline”), pay the Purchase Price for all Subscribed Securities to the Subscription Agent or to the Escrow Account established and maintained by a third party satisfactory to the Backstop Parties and the Companies by wire transfer of immediately available funds in accordance with the instructions included in the Funding Notice. (c) With respect to 5(a) and make any required payments 5(b) above, a Noteholder that holds Allowed Prepetition Notes Claims through a Nominee must duly complete, execute and return its Beneficial Holder Subscription Form in accordance with the instructions herein directly to its Nominee (or as otherwise directed by its Nominee) in sufficient time to allow its Nominee to process its instructions and deliver to the Subscription Agent its completed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) on or before the Subscription Expiration Deadline. Noteholders that are Backstop Parties must deliver their payment of the Purchase Price for their Subscribed Securities directly to the Subscription Agent or to the Escrow Account, as applicable, and in accordance with the instructions in the Funding Notice no later than Backstop Funding Deadline. (d) Any Noteholder that is not a Backstop Party and that does not hold an Allowed Prepetition Notes Claim through a Nominee must deliver their completed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and payment directly to the Subscription Agent on or before the Subscription Instruction and Payment Expiration Deadline. (be) Noteholders who are located in the European Economic Area must confirm and certify that they are “qualified investors” within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/(EC), as amended and Article 2 (e) of the EU Prospectus Regulation (Regulation (EU) 2017/1129). All Noteholders located outside the United States of America and the European Economic Area must confirm that they are not located in a Restricted Jurisdiction. (f) In the event that the funds received by the Subscription Agent do not correspond to in payment for such Noteholder’s Subscribed Securities are less than the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by Subscribed Securities of such Eligible HolderNoteholder, the number amount of the New Convertible Bonds Subscribed Securities deemed to be purchased by such Eligible Holder the Noteholder will be equal to the lesser quotient of (ai) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the such funds received by and (ii) the Purchase Price, in each case up to such Eligible HolderNoteholder’s pro rata portion Pro Rata share of Offered Securities. For the avoidance of doubt, the principal amount(s) of underlying Prepetition Notes held by a Noteholder that is electronically delivered through ATOP will control, regardless of the applicable New Convertible Bondsprincipal amount(s) reflected on the Beneficial Holder Subscription Form, for purposes of making any Subscription Rights calculations or otherwise. (cg) The payments of cash paid to the Subscription Agent made in accordance with these the Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated bank account established by the Subscription Agent for this purpose, until released disbursed to the Debtors Companies in connection with the settlement of the Rights Offering on the Plan Effective DateDate or returned to subscribing Noteholders as provided in Section 7. The Subscription Agent may not use such cash funds for any other purpose prior to the Plan such Effective Date and may not encumber or permit such cash funds to be encumbered with any lien or similar encumbrance. The cash Such funds held in the segregated bank account or otherwise by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesestate.

Exercise of Subscription Rights. (aA) Subject to the provisions hereof and to compliance with all Applicable Regulations, exchange control, fiscal and other laws and regulations applicable thereto, the Warrantholder shall have the right, which may be exercised in whole or in part, but not in respect of a fraction of a Share, at any time during the Subscription Period, to subscribe in cash the whole or part, in integral multiples of HK$0.19 of the Exercise Moneys for fully paid Shares at the Subscription Price per Share PROVIDED THAT the Warrantholder shall not be entitled to exercise the whole or part of such Subscription Rights unless immediately after such exercise at least 25% of the Company’s total number of issued shares are held by the public in accordance with the Listing Rules. Any Subscription Rights which have not been exercised upon the expiry of the Subscription Period shall lapse and thereupon the Warrants and the Warrant certificate shall cease to be valid for any purpose whatsoever. (B) In order to validly exercise its any of the Subscription Rights represented by this Warrant certificate, the Warrantholder must complete and sign the Subscription Form and deliver the same and this Warrant certificate to the Registrar and such delivery shall constitute an irrevocable commitment by such Warrantholder to exercise such Subscription Rights, together with a remittance for the relevant portion of the Exercise Moneys, being the amount of the Subscription Price for the Shares in respect of which the Warrantholder is exercising his Subscription Rights. In each Eligible Holder case compliance must return also be made with any exchange control, fiscal or other laws or regulations for the time being applicable. (C) The number of Shares to be allotted on exercise of the Subscription Rights shall be calculated by dividing the amount specified in the relevant Subscription Form and duly remitted as aforesaid by the Subscription Price applicable on the Subscription Date. No fraction of a duly completed and executed Beneficial Holder Share will be allotted but any balance representing fractions of the Exercise Moneys paid on exercise of the Subscription Form(s) and make any required payments Rights represented by this Warrant certificate will be paid by the Company to the Warrantholder, provided always that for the purpose of determining whether any (and if so, what) fraction of a Share arises: (i) if the Subscription Agent Rights represented by this Warrant certificate and any one or more other Warrant certificates are exercised on the same Subscription Date by the same Warrantholder then the Subscription Rights represented by such Warrant certificates shall be aggregated; and (ii) regard shall be made, where applicable, to the provisions of Clause 6(C) of the Instrument. (D) The Company has undertaken in the Instrument that any Shares falling to be issued upon the exercise of any of the Subscription Rights represented by this Warrant certificate will be issued and allotted not later than 3 business days after the relevant Subscription Date and, taking account of any adjustment which may have been made pursuant to Clause 4 of the Instrument, will rank pari passu with the fully paid Shares in issue on the relevant Subscription Date and will accordingly entitle the holders to participate in all dividends or other distributions declared, paid or made after the relevant Subscription Date and other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be on or before the relevant Subscription Instruction Date and Payment Deadlinenotice of the amount and record date for which shall have been given to the Stock Exchange prior to the relevant Subscription Date. (bE) In As soon as practicable after the event that relevant allotment and issue of Shares under this Condition (and, in any event, not later than 3 business days after the funds received relevant Subscription Date) there will be issued free of charge to the Warrantholder to whom such allotment has been made upon his exercise of any Subscription Rights: (i) a certificate for the relevant Shares in the name(s) of such Warrantholder(s); (ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of such Warrantholder(s) in respect of any Subscription Rights represented by this Warrant certificate remaining unexercised; (iii) (if applicable) a cheque representing fractions of the Exercise Moneys in respect of the Warrantholder’s fractional entitlement to Shares as mentioned in paragraph (C) of this Condition; and (iv) (if applicable) the certificate mentioned in Clause 6(A)(4) of the Instrument. The certificate for Shares arising on the exercise of Subscription Rights, the balancing Warrant certificate (if any), and the cheque in respect of fractions of the Exercise Moneys in respect of the Warrantholder fractional entitlement to Shares (if any) will be retained by the Subscription Agent do not correspond Registrar to the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received await collection by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bondsrelevant Warrantholder. (c) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Existing Hertz Shareholder and Eligible Unsecured Funded Debt Holder must (in each case, except the Backstop Investors) must: i. return a duly executed Subscription Agreement to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions through the ATOP procedures of the DTC in an amount or number of shares equal to the amount or number of shares such holder wishes to exercise Subscription Rights on account of; ii. at the same time it returns its Subscription Agreement to the Subscription Agent, but in no event later than the Subscription Expiration Deadline, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions set forth herein; and iii. timely provide any information and certifications reasonably requested by the Subscription Agent, the Backstop Investors and the Company as to its status as an accredited investor or qualified institutional buyer. (b) In order to validly exercise its Subscription Rights, each Backstop Investor must: i. return a duly executed Subscription Agreement to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions through the ATOP procedures of the DTC in an amount or number of shares equal to the amount or number of shares such holder wishes to exercise Subscription Rights on account of; and ii. no later than the Backstop Commitment Deadline, pay the Aggregate Purchase Price (in accordance with the terms and conditions and in the form and manner set forth in the Equity Purchase and Commitment Agreement) in accordance with Section 2.3 of the Equity Purchase and Commitment Agreement by wire transfer ONLY of immediately available funds in accordance with the instructions set forth herein. All Eligible Existing Hertz Shareholder and Eligible Unsecured Funded Debt Holder must deliver their completed Subscription Agreement and executed Beneficial payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder Subscription Form(s(in each case, except the Backstop Investors) and make any required payments directly to the Subscription Agent on or before the Subscription Instruction Expiration Deadline. The Backstop Investors must deliver their payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by each such Backstop Investor in accordance with Section 2.3 of the Equity Purchase and Payment Deadline. (b) Commitment Agreement. In the event that the funds received by the Subscription Agent from any Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder, the number of the New Convertible Bonds Rights Offering Shares deemed to be purchased by such Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder will be the lesser of (a) the number of the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Holder, Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder and (b) a number of the New Convertible Bonds Rights Offering Shares determined by dividing the amount of the funds received by the Purchase Priceapplicable Rights Offering Share price set forth herein or, in each the case up to such of an Eligible Unsecured Funded Debt Holder’s pro rata portion , as may be adjusted downward after exercise of the applicable New Convertible Bonds. (c) Subscription Rights by Eligible Existing Hertz Shareholders. The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released designated in escrow agreements mutually satisfactory to the Plan Sponsors and the Debtors until administered in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesestates and, for the avoidance of doubt, will be non-interest bearing.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each an Eligible Holder must return must: • if it is a duly completed and executed Beneficial Holder Subscription Form(s) and make any required payments to the Subscription Agent on or before the Subscription Instruction and Payment Deadline. (b) In the event that the funds received by the Subscription Agent do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by such Eligible Holderholder of Non-Notes Claims, the number of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holderduly complete and execute a Subscription Form (including accompanying IRS Form W-9 or appropriate IRS Form W-8, and (bas applicable) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited Procedures, and held (b) deliver its executed Subscription Form to the Rights Offering Subscription Agent such that the Subscription Form is received by the Rights Offering Subscription Agent in a segregated account until released at or prior to the Debtors in connection with Rights Offering Expiration Time; • if it is a holder of Notes Claims, (x) direct its Nominee to electronically tender its Notes to the settlement appropriate account of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose in accordance with DTC’s ATOP procedures at or prior to the Plan Effective Date Rights Offering Expiration Time, and may not encumber (y) for any such holder that is a Backstop Party or permit such cash Joining Legacy Party only, deliver its Restricted Access Addendum to be encumbered with any lien or similar encumbrance. The cash held by its Nominee, so that the Nominee will provide the relevant Restricted Access Code (included in the Restricted Access Addendum) to the Subscription Agent hereunder shall when tendering the underlying Notes through ATOP into the Restricted Access Group; and • as to the Subscription Price, • if the Eligible Holder is a holder of Non-Notes Claims that is not be deemed part a Backstop Party, deliver payment of the Debtors’ bankruptcy estatesSubscription Price at or prior to Rights Offering Expiration Time for the Rights Offering Securities for which it has subscribed by wire transfer ONLY of immediately available funds directly to the Rights Offering Subscription Agent in accordance with the instructions included in the Subscription Form; and • if the Eligible Holder is a holder of Notes Claims that is not a Backstop Party, coordinate payment of the Subscription Price at or prior to the Rights Offering Expiration Time for the Rights Offering Securities for which it has subscribed by wire transfer ONLY of immediately available funds to the Rights Offering Subscription Agent; and • if the holder is a Backstop Party, make payment of the Subscription Price to the Backstop Escrow Account at or prior to Backstop Escrow Funding Date in accordance with the Backstop Commitment Agreement; and • if the holder is a Joining Legacy Party, in addition to and separately from any payment made with respect to such holder’s Subscription Price for the Rights Offering Securities for which it has subscribed in the Rights Offering, make payment of the Subscription Price for such holder’s Holdback Securities to the account provided in the Joining Legacy Party Funding Notice at or prior to Joining Legacy Party Funding Date in accordance with these Rights Offering Procedures. WITH RESPECT TO THEIR ALLOCATIONS OF HOLDBACK SECURITIES ONLY, ALL JOINING LEGACY PARTIES MUST MAKE PAYMENTS TO THE APPLICABLE ACCOUNT IN ACCORDANCE WITH THE JOINING LEGACY PARTY FUNDING NOTICE AND THESE RIGHTS OFFERING PROCEDURES, AND SHOULD NOT PAY THEIR NOMINEE(S).

Exercise of Subscription Rights. (a) 6.1 The Subscription Rights may be exercised in whole or in part. If exercised in part, the Subscription Rights must be exercised in tranches of 50,000 Warrants, or in respect of the last tranche of Warrants attached to the outstanding Subscription Rights held by the Warrantholder concerned, such lesser balancing number of Warrants as may be outstanding. 6.2 In order to validly exercise its Subscription RightsRights validly, each Eligible Holder a Warrantholder must return deliver the following items to the registered office of the Company: 6.2.1 the Warrant Certificate for the Warrants in respect of which Subscription Rights are being exercised, together with the Notice of Subscription duly completed; 6.2.2 if required pursuant to clause 6.3.1, a remittance by banker’s draft, drawn on a UK clearing bank, (or such other mode of payment as the Company and the Warrantholder shall agree); and 6.2.3 the name and address of the Warrantholder to which the Warrant Shares arising on exercise of Subscription Rights are to be issued; and 6.2.4 if and to the extent that the Ordinary Shares issued are to be delivered as ADSs, a completed Issuance and Delivery Instruction in the form set out at Schedule 3 hereto (as such form may be amended from time to time by notice to the Warrantholder) duly completed and executed Beneficial Holder by the Warrantholder. 6.3 The Subscription Form(sPrice for each of the Warrant Shares shall, at the absolute discretion of the Warrantholder, be satisfied by any of the following: 6.3.1 the payment by banker’s draft for each of the Warrant Shares at the Subscription Price; or 6.3.2 in lieu of a cash payment in respect of the aggregate Subscription Price for the Warrant Shares, the Warrantholder may elect to receivefor a reduced number of Warrant Shares (as calculated below) (“Reduced Warrant Shares”) to be issued than the number to which it would be entitled on exercise of the Subscription RightRights in full, payment for such Reduced Warrant Shares being satisfied by waiver by the Warrantholder of the right to receive the balance of Warrant Shares to which the Warrantholder is entitled over and make any required payments above the Reduced Warrant Shares (“Balance Warrant Shares”). In doing so, the Company agrees and acknowledges that, subject to the payment of the par value of the Reduced Warrant Shares pursuant to this clause 6.3.2,6.3.2, the Reduced Warrant Shares to be issued to the Warrantholder shall be issued(or, in the case of a Warrantholder which has specified in the Notice of Subscription Agent on in respect of such Reduced Warrant Shares that it requires to have such Reduced Warrant Shares delivered as ADSs and has delivered a duly completed Issuance and Delivery Instruction to the Company in respect of the same, issued to, deposited with (and otherwise registered in the name of) the custodian of the Depositary (or before its nominee)) as fully paid up at the Subscription Instruction Price, and Payment Deadline. (b) In the event Warrantholder agrees and acknowledges that the funds received by the it waives its Subscription Agent do not correspond Rights to the Aggregate Purchase Price payable Balance Warrant Shares used as consideration for the New Convertible Bonds elected to payment of the aggregate Subscription Price. The number of Reduced Warrant Shares the Warrantholder (or Depositary, as applicable) will receive shall be purchased by such Eligible Holder, determined as follows: where: X = the number of the New Convertible Bonds deemed Reduced Warrant Shares to be purchased by such Eligible Holder will be issued to the lesser of Warrantholder or Depositary (a) as applicable). Y = the number of Warrant Shares with respect to which the New Convertible Bonds elected to be purchased Warrant is being exercised by such Eligible Holder, and the Warrantholder (b) a number without application of the New Convertible Bonds determined by dividing reduction). A = the amount Fair Market Value of one Warrant Share B = the Subscription Price. (provided that, where the relevant Warrants being exercised have a Subscription Price denominated in USD, the Company shall convert such Subscription Price to pounds sterling for the purpose of calculating the aggregate nominal value of such Reduced Warrant Shares using the Exchange Rate on the trading day prior to service of the funds received by Notice of Subscription or Automatic Exercise Notice, as the Purchase Pricecase may be) Provided always that the Warrantholder shall nevertheless be required to subscribe in cash for the par value of the Reduced Warrant Shares to the extent that if it did not do so the Reduced Warrant Shares would be issued at a discount to the Warrantholder. It being understood that if Warrant Shares are issued pursuant to this clause 6.3.2, notwithstanding that such Warrant Shares are issued at nominal value, the Warrantholder shall be deemed to have paid the relevant Subscription Price per Warrant Share for the purposes of calculating any distribution or share of sale proceeds in each case up attributable to such Eligible Holder’s pro rata portion the Warrant Shares and to other issued shares of the applicable New Convertible Bondsclass for the purposes of the Articles and for all other purposes. (c) The cash paid 6.4 Delivery of the items specified in clause 6.2 to the Subscription Agent in accordance with these Rights Offering Procedures will Company shall, unless the Company expressly consents otherwise, be deposited and held an irrevocable election by the Warrantholder to exercise the relevant Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesRights.

Exercise of Subscription Rights. In such circumstances, the Company shall (asubject at all times to the Company’s obligations under all applicable law and any other regulations, send a notice to the Warrantholder(s)within ten (10) In order Business Days of the Final Date (such notice being the Automatic Exercise Notice for the purposes of this clause 7) requiring them to validly exercise its pay up a cash amount equal to the aggregate nominal value of the Warrant Shares (such payment being the “Nominal Value Payment”) to be issued pursuant to clause 6.3.2 (“Exercise of Subscription Rights”) and this clause 7.1, each Eligible Holder must return and to specify whether such Warrantholder requires any such Warrant Shares to be delivered as ADSs. 7.2 The Warrantholder shall, within ten (10) Business Days of receipt of the Automatic Exercise Notice (the “Nominal Value Payment Period”) provide the Company with the Nominal Value Payment to an account notified by the Company to the Warrantholder, and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed Issuance and executed Beneficial Holder Subscription Form(sDelivery Instruction in respect of such Warrant Shares. Upon receipt of such Nominal Value Payment (and, if applicable, such Issuance and Delivery Instruction) and make any required payments the Warrant Shares to be issued to the Subscription Agent on Warrantholder (or before in the Subscription Instruction case of a Warrantholder who has delivered an Issuance and Payment Deadline. (bDelivery Instruction, the custodian of the Depositary) In the event that the funds received by the Subscription Agent do not correspond shall be allotted and issued to the Aggregate Purchase Price payable for Warrantholder (or the New Convertible Bonds elected to be purchased by such Eligible Holder, the number custodian of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (aDepositary, as applicable) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case credited as fully paid up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited clause 6.3.2 (Exercise of Subscription Rights) and held clause 8.3.1 (Completion). Any failure by a Warrantholder to pay the Subscription Agent Nominal ValuePayment (or deliver a duly completed Issuance and Delivery Instruction, if applicable) within the Nominal Value Payment Period shall result in a segregated account until released to the Debtors in connection with automatic lapse of any Warrants over Warrant Shares for which the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may Nominal Value Payment was not use such cash for any other purpose prior to the Plan Effective Date made or Issuance and may Delivery Instruction not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesdelivered.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must of an Allowed Unsecured Funded Debt Claim that is not an Equity Commitment Party must: i. return a duly completed and executed Beneficial Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions at the relevant depository; and ii. at the same time it returns its Subscription Form to the Subscription Agent, but in no event later than the Subscription Expiration Deadline, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds, in accordance with the instructions included in Item 4 of the Subscription Form. (b) In order to validly exercise its Subscription Rights, each Holder of an Allowed Unsecured Funded Debt Claim that is an Equity Commitment Party must: i. return a duly completed and executed Subscription Form(sForm (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and make any required payments tender/block their positions at the relevant depository; and ii. no later than the Escrow Account Funding Date, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in Item 4 of the Subscription Form. All Equity Commitment Parties must pay their applicable funding amount directly to the funding account or as otherwise permitted or directed by the EPCA. All Holders of Allowed Unsecured Funded Debt Claims must deliver their completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits), and payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Holder of an Allowed Unsecured Funded Debt Claim (with respect to the Holders of Allowed Unsecured Funded Debt Claims that are not Equity Commitment Parties) directly to the Subscription Agent on or before the Subscription Instruction and Payment Expiration Deadline. (b) . In all cases, Holders of Allowed Unsecured Funded Debt Claims that are Equity Commitment Parties must deliver their payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Equity Commitment Party directly to the Subscription Agent no later than the time specified in the EPCA. Any overpayment in connection with such election will be returned, without interest, to such Holder of an Allowed Unsecured Funded Debt Claim as soon as reasonably practicable. Any refund of overpayments that is less than $10.00 shall be paid to the Debtor. In the event that the funds received by the Subscription Agent from any Holder of an Allowed Unsecured Funded Debt Claim do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible HolderHolder of an Allowed Unsecured Funded Debt Claim, the number of the New Convertible Bonds Rights Offering Shares deemed to be purchased by such Eligible Holder of an Allowed Unsecured Funded Debt Claim will be the lesser of (a) the number of the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Holder, Holder of an Allowed Unsecured Funded Debt Claim and (b) a number of the New Convertible Bonds Rights Offering Shares determined by dividing the amount of the funds received by the Purchase Rights Offering Share Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) . The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released designed in escrow agreements mutually satisfactory to the Requisite Commitment Parties and the Debtors until administered in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesestates and, for the avoidance of doubt, will be non-interest bearing.

Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Unsecured Funded Debt Holder must that is not an Equity Commitment Party must: i. return a duly executed Subscription Agreement along with a duly completed and executed Beneficial Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions at the relevant depository; ii. at the same time it returns its Subscription Agreement and Subscription Form to the Subscription Agent, but in no event later than the Subscription Expiration Deadline, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in Item 4 of the Subscription Form; and iii. timely provide any information and certifications reasonably requested by the Subscription Agent, the Equity Commitment Parties and the Company as to its status as an Accredited Investor or Qualified Institutional Buyer. (b) In order to validly exercise its Subscription Rights, each Eligible Unsecured Funded Debt Holder that is an Equity Commitment Party must: i. return a duly executed Subscription Form(sAgreement, along with a duly completed and executed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and make any required payments tender/block their positions at the relevant depository; and ii. no later than the Escrow Account Funding Date, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of immediately available funds in accordance with the instructions included in Item 4 of the Subscription Form. All Equity Commitment Parties must pay their applicable funding amount directly to the funding account or as otherwise permitted or directed by the EPCA. All Eligible Unsecured Funded Debt Holders must deliver their completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits), completed Subscription Agreement, and payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Eligible Unsecured Funded Debt Holder (with respect to the Eligible Unsecured Funded Debt Holders that are not Equity Commitment Parties) directly to the Subscription Agent on or before the Subscription Instruction and Payment Expiration Deadline. (b) . In all cases, Eligible Unsecured Funded Debt Holders that are Equity Commitment Parties must deliver their payment of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Equity Commitment Party directly to the Subscription Agent no later than the time specified in the EPCA. Any overpayment in connection with such election will be returned, without interest, to such Eligible Unsecured Funded Debt Holder as soon as reasonably practicable. Any refund of overpayments that is less than $10.00 shall be paid to the Debtor. In the event that the funds received by the Subscription Agent from any Eligible Unsecured Funded Debt Holder do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Unsecured Funded Debt Holder, the number of the New Convertible Bonds Rights Offering Shares deemed to be purchased by such Eligible Unsecured Funded Debt Holder will be the lesser of (a) the number of the New Convertible Bonds Rights Offering Shares elected to be purchased by such Eligible Holder, Unsecured Funded Debt Holder and (b) a number of the New Convertible Bonds Rights Offering Shares determined by dividing the amount of the funds received by the Purchase Rights Offering Share Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds. (c) . The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released designed in escrow agreements mutually satisfactory to the Requisite Commitment Parties and the Debtors until administered in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesestates and, for the avoidance of doubt, will be non-interest bearing.

Exercise of Subscription Rights. Each Equity Rights Offering Participant’s Nominee must submit the relevant portion of Unsecured Notes as to which the Subscription Rights pertain into the ATOP system to the account that the Subscription Agent maintains with DTC. (a) In order to To validly exercise its Subscription Rights, each Eligible Beneficial Holder must that is not a Backstop Party must: (i) instruct its Nominee(s) to electronically deliver the Unsecured Notes underlying the Subscription Rights that are being exercised through ATOP such that they are received by the Subscription Tender Deadline; (ii) no later than the Subscription Form and Payment Deadline, pay the applicable Purchase Price to the Subscription Agent by wire transfer of immediately available funds in accordance with the instructions included in Item 4 of the Subscription Form; and (iii) return a duly completed and executed Beneficial Holder Subscription Form(sForm (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and make any required payments to the Subscription Agent (or its Nominee if otherwise directed by its Nominee) so that such documents are actually received by the Subscription Agent on or before the Subscription Instruction Form and Payment Deadline. (b) In To validly exercise Subscription Rights, each Beneficial Holder that is a Backstop Party must: (i) instruct its Nominee(s) to electronically deliver the event Unsecured Notes underlying the Subscription Rights that are being exercised through ATOP, such that they are received by the funds Subscription Tender Deadline; (ii) return a duly completed and executed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable), including Item 6 thereto, to the Subscription Agent or its Nominee (as directed by its Nominee), so that such documents are actually received by the Subscription Agent do not correspond on or before the Subscription Form and Payment Deadline; and (iii) no later than the deadline specified in the Funding Notice (as defined in the Backstop Commitment Agreement) (such deadline, the “Backstop Funding Deadline”), pay the applicable Purchase Price to the Aggregate Purchase Price payable for Subscription Agent or to the New Convertible Bonds elected to be purchased Escrow Account established and maintained in accordance with the Backstop Commitment Agreement by such Eligible Holder, wire transfer of immediately available funds in accordance with the number of instructions included in the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible BondsFunding Notice. (c) The cash paid to the Subscription Agent (or, in the case of Equity Rights Offering Participants who are Backstop Parties, any other applicable third-party) in accordance with these Equity Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow account until released to the Debtors Debtor in connection with the settlement of the Equity Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder or the cash deposited into the Account shall not be deemed part of the Debtors’ bankruptcy estates. (d) If the Subscription Agent receives funds from any Equity Rights Offering Participant that does not correspond to the amount of the Equity Rights Offering Securities elected to be purchased by such participant, the amount of Equity Rights Offering Securities deemed to be purchased by such participant will be the lesser of (a) the amount of Equity Rights Offering Securities elected to be purchased by such Equity Rights Offering Participant, as evidenced in the Subscription Form, and (b) the amount of the funds received, in each case up to such participant’s applicable portion of Equity Rights Offering Securities.

Exercise of Subscription Rights. (a) 6.1 The Subscription Rights may be exercised in whole or in part. If exercised in part, the Subscription Rights must be exercised in tranches of 50,000 Warrants, or in respect of the last tranche of Warrants attached to the outstanding Subscription Rights held by the Warrantholder concerned, such lesser balancing number of Warrants as may be outstanding. 6.2 In order to validly exercise its Subscription RightsRights validly, each Eligible Holder a Warrantholder must return deliver the following items to the registered office of the Company: 6.2.1 the Warrant Certificate for the Warrants in respect of which Subscription Rights are being exercised, together with the Notice of Subscription duly completed; 6.2.2 if required pursuant to clause 6.3.1, a remittance by banker’s draft, drawn on a UK clearing bank, (or such other mode of payment as the Company and the Warrantholder shall agree); 6.2.3 the name and address of the Warrantholder to which the Warrant Shares arising on exercise of Subscription Rights are to be issued; and 6.2.4 if and to the extent that the Ordinary Shares issued are to be delivered as ADSs, a completed Issuance and Delivery Instruction in the form set out at Schedule 3 hereto (as such form may be amended from time to time by notice to the Warrantholder) duly completed and executed Beneficial Holder by the Warrantholder. 6.3 The Subscription Form(sPrice for each of the Warrant Shares shall, at the absolute discretion of the Warrantholder, be satisfied by any of the following: 6.3.1 the payment by banker’s draft for each of the Warrant Shares at the Subscription Price; or 6.3.2 in lieu of a cash payment in respect of the aggregate Subscription Price for the Warrant Shares, the Warrantholder may elect for a reduced number of Warrant Shares (as calculated below) (“Reduced Warrant Shares”) to be issued than the number to which it would be entitled on exercise of the Subscription Rights in full, payment for such Reduced Warrant Shares being satisfied by waiver by the Warrantholder of the right to receive the balance of Warrant Shares to which the Warrantholder is entitled over and make any required payments above the Reduced Warrant Shares (“Balance Warrant Shares”). In doing so, the Company agrees and acknowledges that, subject to the payment of the par value of the Reduced Warrant Shares pursuant to this clause 6.3.2, the Reduced Warrant Shares to be issued to the Warrantholder (or, in the case of a Warrantholder which has specified in the Notice of Subscription Agent on in respect of such Reduced Warrant Shares that it requires to have such Reduced Warrant Shares delivered as ADSs and has delivered a duly completed Issuance and Delivery Instruction to the Company in respect of the same, issued to, deposited with (and otherwise registered in the name of) the custodian of the Depositary (or before its nominee)) as fully paid up at the Subscription Instruction Price, and Payment Deadline. (b) In the event Warrantholder agrees and acknowledges that the funds received by the it waives its Subscription Agent do not correspond Rights to the Aggregate Purchase Price payable Balance Warrant Shares used as consideration for payment of the New Convertible Bonds elected to aggregate Subscription Price. The number of Reduced Warrant Shares the Warrantholder (or Depositary, as applicable) will receive shall be purchased by such Eligible Holder, determined as follows: where: X = the number of the New Convertible Bonds deemed Reduced Warrant Shares to be purchased by such Eligible Holder will be issued to the lesser of Warrantholder or Depositary (a) as applicable). Y = the number of Warrant Shares with respect to which the New Convertible Bonds elected to be purchased Warrant is being exercised by such Eligible Holder, and the Warrantholder (b) a number without application of the New Convertible Bonds determined by dividing reduction). A = the amount Fair Market Value of one Warrant Share B = the Subscription Price (provided that, where the relevant Warrants being exercised have a Subscription Price denominated in USD, the Company shall convert such Subscription Price to pounds sterling for the purpose of calculating the aggregate nominal value of such Reduced Warrant Shares using the Exchange Rate on the trading day prior to service of the funds received by Notice of Subscription or Automatic Exercise Notice, as the Purchase Pricecase may be) Provided always that the Warrantholder shall nevertheless be required to subscribe in cash for the par value of the Reduced Warrant Shares to the extent that if it did not do so the Reduced Warrant Shares would be issued at a discount to the Warrantholder. It being understood that if Warrant Shares are issued pursuant to this clause 6.3.2, notwithstanding that such Warrant Shares are issued at nominal value, the Warrantholder shall be deemed to have paid the relevant Subscription Price per Warrant Share for the purposes of calculating any distribution or share of sale proceeds in each case up attributable to such Eligible Holder’s pro rata portion the Warrant Shares and to other issued shares of the applicable New Convertible Bondsclass for the purposes of the Articles and for all other purposes. (c) The cash paid 6.4 Delivery of the items specified in clause 6.2 to the Subscription Agent in accordance with these Rights Offering Procedures will Company shall, unless the Company expressly consents otherwise, be deposited and held an irrevocable election by the Warrantholder to exercise the relevant Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesRights.

Exercise of Subscription Rights. 3.1 Each Holder may exercise its Subscription Rights in whole or in part. 3.2 The Subscription Rights may be exercised at any time from the date of this Agreement until the Long Stop Date. 3.3 The Original Holder undertakes to exercise its Subscription Rights for at least 19 Warrant Shares resulting from the Quarterly Warrants, each at the $3,952.70, during each Quarter Period starting from the date of this Agreement until the earlier of (ai) In order to validly the Long Stop Date; or (ii) the date on which all of the Subscription Rights for the Collateralised Warrants have been exercised (the "End Date"). 3.4 To exercise its Subscription Rights, each Eligible a Holder must return a duly completed and executed Beneficial Holder Subscription Form(s) and make any required payments deliver the following items to the registered office of the Company: (a) the Certificate(s) for the Warrants in respect of which Subscription Agent on or before Rights are being exercised, with the Subscription Instruction and Payment Deadline.Notice of Exercise duly completed; (b) In in the event that case of the funds received Collateralised Warrants (other than the Shortfall Warrants), , the letter of instruction under the Escrow Agreement in relation to the release to the Company of such number of Escrow Relevant ASPS Shares with a value equal to the aggregate Subscription Price for such number of Collateralised Warrants then being exercised, duly signed by the Subscription Agent do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds.; and (c) The in the case of the Quarterly Warrants and the Shortfall Warrants, payment in cash paid for the aggregate Subscription Price for such number of Quarterly Warrants and Shortfall Warrants then being exercised, provided that in order to release Escrow Relevant ASPS Shares to the Company pursuant to an exercise of its Subscription Agent Rights, the Holder must be satisfied that the Company is, at such time, an "accredited investor" (within the meaning of Rule 501(a) under the Securities Act). 3.5 Delivery of the items specified in Clause 3.4 to the Company shall be an irrevocable election by the Holder to exercise the relevant Subscription Rights. 3.6 Upon the Holder delivering to the Company a letter of instruction under the Escrow Agreement in accordance with these Rights Offering Procedures will be deposited Clause 3.4(b), the Company shall duly counter-sign such letter of instruction and held by the Subscription Agent shall promptly, and in a segregated account until released any event within two Business Days, deliver it to the Debtors in connection Escrow Agent, with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior a copy to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estatesHolder.