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Contract analysis / letter-of-transmittal-form.docx
letter-of-transmittal-form.docx
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Medium · 1
Standard · 0
1. Power and Authority. The undersigned has full power and authority to tender, sell, ass
1. Power and Authority. The undersigned has full power and authority to tender, sell, assign, and transfer the Notes described in box 1 of this Letter of Transmittal and to consent to the Exit Consent Amendments. If the undersigned is acting in a fiduciary or representative capacity, the undersigned has full power and authority to tender, sell, assign, and transfer the Notes on behalf of the person(s) or entity for w
2. Title. The Notes tendered hereby are owned by the undersigned free and clear of all li
2. Title. The Notes tendered hereby are owned by the undersigned free and clear of all liens, charges, claims, encumbrances, interests, restrictions, and adverse claims of any kind whatsoever, other than those arising under the Indenture or applicable securities laws. When accepted for exchange by the Company, such Notes will be free and clear of all such liens, charges, claims, encumbrances, interests, restrictions,
3. Good Title upon Acceptance. Upon acceptance by the Company for exchange, the Company w
3. Good Title upon Acceptance. Upon acceptance by the Company for exchange, the Company will acquire good, valid, and unencumbered title to the Notes tendered, free and clear of all liens, charges, claims, encumbrances, interests, and restrictions of every kind.
4. Further Assurances. The undersigned will, upon request by the Company or the Exchange
4. Further Assurances. The undersigned will, upon request by the Company or the Exchange Agent, execute and deliver any additional documents, instruments, or agreements deemed by the Company or the Exchange Agent to be necessary or desirable to complete and give effect to the transactions contemplated by this Letter of Transmittal, the Consent Solicitation Statement, and the Exchange Agreement.
5. Receipt and Review. The undersigned has received and reviewed the Consent Solicitation
5. Receipt and Review. The undersigned has received and reviewed the Consent Solicitation Statement dated October 6, 2023, and this Letter of Transmittal, including all exhibits and annexes thereto, and agrees to be bound by the terms and conditions set forth therein and herein, as they may be amended, supplemented, or modified from time to time.
6. Securities Law Acknowledgment. The undersigned acknowledges that the Exchange Consider
6. Securities Law Acknowledgment. The undersigned acknowledges that the Exchange Consideration consists of Series A Preferred Equity and Common Equity of the Company, a privately held Delaware corporation, and that such securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities or "blue sky" laws. The undersigned further acknowledges that suc
7. Waiver of Accrued Interest. The undersigned acknowledges and agrees that all accrued a
7. Waiver of Accrued Interest. The undersigned acknowledges and agrees that all accrued and unpaid PIK interest of approximately $8,100,000 on the Notes as of the estimated closing date of December 19, 2023 is being waived, released, and deemed satisfied in full as part of the Exchange Consideration, and that the undersigned shall have no further right, claim, or entitlement with respect to such accrued and unpaid PI
8. Irrevocable Consent to Exit Consent Amendments. The undersigned irrevocably consents t
8. Irrevocable Consent to Exit Consent Amendments. The undersigned irrevocably consents to the Exit Consent Amendments described herein and in the Consent Solicitation Statement. The undersigned acknowledges and agrees that such consent, once given, is irrevocable and may not be revoked or withdrawn under any circumstances, including upon any withdrawal of tendered Notes during the withdrawal period (if any).
9. Restructuring Acknowledgment. The undersigned acknowledges that the exchange is part o
9. Restructuring Acknowledgment. The undersigned acknowledges that the exchange is part of the Company's consensual out-of-court restructuring, and that consummation of the exchange is contingent upon the satisfaction (or waiver by the applicable parties) of the conditions precedent set forth in the Exchange Agreement and the Restructuring Support Agreement dated as of June 30, 2023, among the Company, Ridgeline, and
10. Irrevocability of Tender. The tender of Notes pursuant to this Letter of Transmittal
High
⚑ Penalty / liquidated damages
10. Irrevocability of Tender. The tender of Notes pursuant to this Letter of Transmittal is irrevocable, subject only to the limited withdrawal rights described in Section 6 of the Consent Solicitation Statement. The undersigned acknowledges that, except as specifically set forth in the Consent Solicitation Statement, the undersigned may not withdraw or revoke the tender of Notes or the consent to the Exit Consent Am
1. The number shown on this form is my correct taxpayer identification number (or I am wa
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholdin
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W
Medium
⚑ Notice / time limit to track
3. I am a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W-9). The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Signature: ________ Date: ________ Name (printed): ________ NOTE: If you are a non-U.S. person (i.e., you are not a "United States person" as defined in Section 7701