Case KG Doc 468 Filed 06/14/18 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 468 Filed 06/14/18 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES HOLDCO LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF AMENDED EXHIBIT E TO DEBTORS DISCLOSURE STATEMENT FOR THE AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF VER TECHNOLOGIES HOLDCO LLC AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE THAT on April 30, 2018, VER Technologies HoldCo LLC and its affiliated debtors and debtors in possession (collectively, the Debtors ), filed the Disclosure Statement for the Chapter 11 Plan of Reorganization of VER Technologies HoldCo LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 185] (the Original Disclosure Statement ) with the United States Bankruptcy Court for the District of Delaware (the Court ). PLEASE TAKE FURTHER NOTICE THAT on June 3, 2018, the Debtors filed the Disclosure Statement for the Amended Chapter 11 Plan of Reorganization of VER Technologies HoldCo LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 402] (the Amended Disclosure Statement ). PLEASE TAKE FURTHER NOTICE THAT on June 4, 2018, the Court entered the Order Approving (I) Adequacy of the Disclosure Statement, (II) Solicitation and Notice 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239); VER Technologies MidCo LLC (7482); VER Technologies LLC (7501); Full Throttle Films, LLC (0487); FAAST Leasing California, LLC (7857); Revolution Display, LLC (6711); VER Finco, LLC (5625); CPV Europe Investments LLC (2533); and Maxwell Bay Holdings LLC (3433). The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California PHIL v.2

2 Case KG Doc 468 Filed 06/14/18 Page 2 of 13 Procedures, (III) Forms of Ballots and Notices in Connection Therewith, and (IV) Certain Dates with Respect Thereto [Docket No. 415] (the Disclosure Statement Order ), which approved the adequacy of the further revised Amended Disclosure Statement filed with the Court on June 4, 2018 [Docket No. 418] (as amended, the Disclosure Statement ). 2 PLEASE TAKE FURTHER NOTICE THAT the Debtors have amended Exhibit E of the Disclosure Statement to reflect the correct version of such exhibit, which was filed as an exhibit to the Original Disclosure Statement. A copy of the amended Exhibit E to the Disclosure Statement is attached hereto as Exhibit 1, and a copy marked against the version included in the Disclosure Statement as part of the Solicitation Package is attached as Exhibit 2. [Remainder of Page Intentionally Left Blank] 2 Capitalized terms used but not defined in this notice have the meanings set forth in the Disclosure Statement. PHIL v.2 2

3 Case KG Doc 468 Filed 06/14/18 Page 3 of 13 Dated: June 14, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware Telephone: (302) Facsimile: (302) and - Morton Branzburg KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: (215) Facsimile: (215) and- James H.M. Sprayregen, P.C. Ryan Blaine Bennett (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com ryan.bennett@kirkland.com - and - Joshua A. Sussberg, P.C. Cristine Pirro (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) joshua.sussberg@kirkland.com cristine.pirro@kirkland.com Counsel to the Debtors PHIL v.2 3

4 Case KG Doc 468 Filed 06/14/18 Page 4 of 13 Exhibit 1 Amended Exhibit E to the Disclosure Statement PHIL v.2 4

5 Case KG Doc 468 Filed 06/14/18 Page 5 of 13 Valuation Analysis THE INFORMATION CONTAINED HEREIN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. THE INFORMATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION UNDER SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST THE DEBTORS OR ANY OF THEIR AFFILIATES. 1 PJT Partners LP ( PJT ), as investment banker to the Debtors, has estimated a range of total enterprise value (the Reorganization Value ) and implied equity value, consisting of both preferred and common equity, (the Equity Value ) of the merged entities (the Merged Entities ) on a going concern basis as of an assumed Effective Date of July 31, 2018 (the Valuation Analysis ). The Valuation Analysis herein is based on: (a) information provided by the Debtors management and Production Resource Group Inc. ( PRG ) as of the date of the Disclosure Statement and (b) projections provided by PRG (the Financial Projections ) for the years 2018 through 2021 (the Projection Period ). For purposes of this Valuation Analysis, it has been assumed that no material changes that would affect value will occur between the date of the Disclosure Statement and the Effective Date. Solely for purposes of the Plan, PJT estimated that, as of an assumed Effective Date of July 31, 2018, (a) the potential range of Reorganization Value is approximately $1.525 billion to $1.975 billion (with a midpoint estimate of approximately $1.750 billion) and (b) the potential range of Equity Value is $0.344 billion to $0.794 billion (with a midpoint estimate of approximately $0.569 billion). In performing its analysis, PJT applied the following valuation methodologies as applicable to the operations of the Merged Entities: (i) a discounted cash flow analysis and (ii) a current market multiples analysis. 1) Discounted Cash Flow Analysis The discounted cash flow ( DCF ) analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business. PJT s DCF analysis relied upon PRG s projections of the Merged Entities debt-free, after-tax cash flows through December 31, These cash flows were then discounted at a range of estimated weighted average costs of capital, which was determined by reference to, among other things, the cost of debt of selected companies that are similar to the Merged Entities in certain respects and the estimated cost of equity of selected publicly traded companies that are similar to the Merged Entities in certain respects. PJT s DCF analysis also included an estimate of the value of the Merged Entities for the period beyond December 31, 2021, known as the terminal value. The terminal value was derived by applying a multiple to the Merged Entities terminal year EBITDA. The discounted cash flow analysis involves complex considerations and judgments concerning appropriate terminal values and discount rates. 2) Current Market Multiples Analysis 1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of VER Technologies Holdco LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, to which this analysis is attached as Exhibit E.

6 Case KG Doc 468 Filed 06/14/18 Page 6 of 13 The current market multiples analysis estimates the value of a company based on a relative comparison with other publicly traded entities with generally similar operating and financial characteristics. Under this methodology, the enterprise value for each selected public entity is determined by examining the trading prices for the equity securities of such entity in the public markets and adding the aggregate amount of outstanding net debt for such entity. PJT also examined the aggregate amount of outstanding net debt of such entities using the market prices of such securities, as available. Such enterprise values are commonly expressed as multiples of various measures of financial and operating statistics, such as EBITDA. The total enterprise value is then calculated by applying these multiples to the Merged Entities actual and projected financial and operational metrics. Although the peer companies were compared to the Merged Entities for purposes of this analysis, no entity used in the peer companies trading analysis is identical or directly comparable to the Merged Entities. In order to calculate the peer companies trading multiples, PJT relied on publicly available filings with the Securities and Exchange Commission and equity research analyst consensus estimates. The selection of public comparable entities for this purpose was based upon characteristics that were deemed relevant based on PJT s professional judgment. The selection of appropriate comparable entities is often difficult, a matter of judgment and subject to limitations due to sample size and the availability of meaningful market-based information. Accordingly, PJT s comparison of the selected entities to the business of the Merged Entities and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and the Merged Entities. PJT assumed that the Financial Projections were reasonably prepared in good faith by PRG and on a basis reflecting PRG s management s best estimates and judgments as to the future operating and financial performance of the Merged Entities. The Valuation Analysis assumes the Merged Entities will achieve their Financial Projections in all material respects, including revenue growth, EBITDA margins, and cash flows as projected. If the combined business performs at levels below or above those set forth in the Financial Projections, such performance may have a materially negative or positive impact, respectively, on the estimated potential range of Reorganization Value and Equity Value. In preparing the Valuation Analysis, PJT: (a) reviewed certain historical financial information of the Debtors for recent years and interim periods, which is limited; (b) reviewed certain financial and operating data of the Debtors, including the Financial Projections; (c) discussed the Debtors and PRG s operations and future prospects with the Debtors and PRG s senior management teams; (d) reviewed certain publicly available financial data for, and considered the market value of, public companies that PJT deemed generally relevant in analyzing the value of the Merged Entities; (e) considered certain economic and industry information that PJT deemed generally relevant to the Merged Entities; and (f) conducted such other studies, analyses, inquiries and investigations as PJT deemed appropriate. PJT assumed and relied on the accuracy and completeness of all financial and other information furnished to it by the Debtors and PRG s management (including the Financial Projections) and other parties as well as publicly available information and did not undertake any independent appraisal of any of the assets or liabilities of the Debtors, PRG, or of any third party. The Valuation Analysis does not constitute a recommendation to any Holder of Allowed Claims and Interests or any other person as to how such person should vote or otherwise act with respect to the Plan. PJT has not been requested to and does not express any view as to the potential trading value of the Merged Entities securities on issuance or at any other time. The Valuation Analysis does not constitute an opinion as to fairness from a financial point of view to any person of the consideration to be received by such person under the Plan or of the terms and provisions of the Plan. 2

7 Case KG Doc 468 Filed 06/14/18 Page 7 of 13 PJT did not estimate the value of any tax attributes nor did it estimate the impact of any cancellation of indebtedness income on the Financial Projections. Any changes to the assumptions on the availability of tax attributes or the impact of cancellation of indebtedness income on the Financial Projections could materially impact the Valuation Analysis. THE ESTIMATED RANGE OF THE REORGANIZATION VALUE, AS OF AN ASSUMED EFFECTIVE DATE OF JULY 31, 2018, REFLECTS INFORMATION RECEIVED FROM THE DEBTORS AND PRG AND WORK PERFORMED BY PJT ON THE BASIS OF INFORMATION IN RESPECT OF THE BUSINESS AND ASSETS OF THE DEBTORS AND PRG AVAILABLE TO PJT AS OF APRIL 30, IT SHOULD BE UNDERSTOOD THAT, ALTHOUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT PJT S CONCLUSIONS, PJT DOES NOT HAVE ANY OBLIGATION TO UPDATE, REVISE OR REAFFIRM ITS ESTIMATES OR THE VALUATION ANALYSIS. PJT DID NOT INDEPENDENTLY VERIFY THE FINANCIAL PROJECTIONS OR OTHER INFORMATION PROVIDED BY THE DEBTORS AND/OR PRG THAT PJT USED IN CONNECTION WITH THE VALUATION ANALYSIS, AND NO INDEPENDENT VALUATIONS OR APPRAISALS OF THE DEBTORS OR PRG OR THEIR ASSETS OR LIABILITIES WERE SOUGHT OR OBTAINED IN CONNECTION THEREWITH. THE VALUATION ANALYSIS DOES NOT PURPORT TO BE AN APPRAISAL AND DOES NOT NECESSARILY REFLECT THE VALUES THAT MAY BE REALIZED IF ASSETS ARE SOLD AS A GOING CONCERN, IN LIQUIDATION, OR OTHERWISE. IN THE CASE OF THE REORGANIZED DEBTORS, THE REORGANIZATION VALUE REPRESENTS THE HYPOTHETICAL REORGANIZATION VALUE OF THE MERGED ENTITIES AS OF AN ASSUMED EFFECTIVE DATE OF JULY 31, SUCH ESTIMATES WERE DEVELOPED SOLELY FOR PURPOSES OF THE FORMULATION OF THE PLAN AND THE ANALYSIS OF IMPLIED RELATIVE RECOVERIES TO CREDITORS THEREUNDER. SUCH ESTIMATES REFLECT COMPUTATIONS OF THE RANGE OF THE REORGANIZATION VALUE OF THE MERGED ENTITIES THROUGH THE APPLICATION OF VARIOUS VALUATION TECHNIQUES AND DO NOT PURPORT TO REFLECT OR CONSTITUTE APPRAISALS, LIQUIDATION VALUES, OR ESTIMATES OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WHICH MAY BE SIGNIFICANTLY DIFFERENT THAN THE AMOUNTS SET FORTH IN THE VALUATION ANALYSIS. THE VALUE OF AN OPERATING BUSINESS IS SUBJECT TO NUMEROUS UNCERTAINTIES AND CONTINGENCIES THAT ARE DIFFICULT TO PREDICT AND THAT WILL FLUCTUATE WITH CHANGES IN FACTORS AFFECTING THE FINANCIAL CONDITION AND PROSPECTS OF SUCH A BUSINESS. IN ADDITION, THE OUTCOME OF A MERGER OF TWO COMPANIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES. AS A RESULT, THE VALUATION ANALYSIS IS NOT NECESSARILY INDICATIVE OF ACTUAL OUTCOMES, WHICH MAY BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN THOSE IN THE VALUATION ANALYSIS. BECAUSE SUCH ESTIMATES ARE INHERENTLY SUBJECT TO UNCERTAINTIES, NEITHER THE DEBTORS NOR PJT, NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THEIR ACCURACY. IN ADDITION, THE POTENTIAL VALUATION OF NEWLY-ISSUED SECURITIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT. ACTUAL MARKET PRICES OF SUCH SECURITIES AT ISSUANCE WILL DEPEND UPON, AMONG OTHER THINGS, PREVAILING INTEREST RATES, CONDITIONS IN THE FINANCIAL MARKETS, THE ANTICIPATED INITIAL SECURITIES HOLDINGS OF PREPETITION CREDITORS, SOME OF WHICH MAY PREFER TO LIQUIDATE THEIR INVESTMENT RATHER THAN HOLD IT ON A LONG-TERM BASIS, AND OTHER FACTORS WHICH GENERALLY INFLUENCE THE PRICES 3

8 Case KG Doc 468 Filed 06/14/18 Page 8 of 13 OF SECURITIES. THE SUMMARY SET FORTH HEREIN DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE VALUATION ANALYSIS PERFORMED BY PJT. THE PREPARATION OF A VALUATION ANALYSIS INVOLVES VARIOUS DETERMINATIONS AS TO THE MOST APPROPRIATE AND RELEVANT METHODS OF FINANCIAL ANALYSIS AND THE APPLICATION OF THESE METHODS IN THE PARTICULAR CIRCUMSTANCES AND, THEREFORE, SUCH AN ESTIMATE ANALYSIS IS NOT READILY SUITABLE TO SUMMARY DESCRIPTION. THE VALUATION ANALYSIS, INCLUDING THE REORGANIZATION VALUE CONTAINED THEREIN, REPRESENTS ESTIMATES AND DOES NOT REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE MARKETS. THE IMPUTED ESTIMATE OF THE RANGE OF THE EQUITY VALUE OF THE MERGED ENTITIES ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN ESTIMATE OF THE POST-REORGANIZATION MARKET TRADING VALUE. ANY SUCH TRADING VALUE MAY BE MATERIALLY DIFFERENT FROM THE ESTIMATED EQUITY VALUE RANGE FOR THE MERGED ENTITIES SET FORTH IN THE VALUATION ANALYSIS. PJT IS ACTING AS INVESTMENT BANKER TO THE DEBTORS, AND WILL NOT BE RESPONSIBLE FOR AND HAS NOT AND WILL NOT PROVIDE ANY TAX, ACCOUNTING, ACTUARIAL, LEGAL OR OTHER SPECIALIST ADVICE TO THE DEBTORS OR ANY OTHER PARTY IN CONNECTION WITH THE DEBTORS CHAPTER 11 CASES, THE PLAN OR OTHERWISE. [Remainder of Page Intentionally Left Blank] 4

9 Case KG Doc 468 Filed 06/14/18 Page 9 of 13 Exhibit 2 Amended Exhibit E Marked Against the Version Included in the Disclosure Statement as Part of the Solicitation Package PHIL v.2 5

10 Case KG Doc 468 Filed 06/14/18 Page 10 of 13 Valuation Analysis THE INFORMATION CONTAINED HEREIN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. THE INFORMATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION UNDER SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST THE DEBTORS OR ANY OF THEIR AFFILIATES. 1 PJT Partners LP ( PJT ), as investment banker to the Debtors, has estimated a range of total enterprise value (the Reorganization Value ) and implied equity value, consisting of both preferred and common equity, (the Equity Value ) of the merged entities (the Merged Entities ) on a going concern basis as of an assumed Effective Date of July 31, 2018 (the Valuation Analysis ). The Valuation Analysis herein is based on: (a) information provided by the Debtors management and Production Resource Group Inc. ( PRG ) as of the date of the Disclosure Statement and (b) projections provided by PRG (the Financial Projections ) for the years 2018 through 2021 (the Projection Period ). For purposes of this Valuation Analysis, it has been assumed that no material changes that would affect value will occur between the date of the Disclosure Statement and the Effective Date. Solely for purposes of the Plan, PJT estimated that, as of an assumed Effective Date of July 31, 2018, (a) the potential range of Reorganization Value is approximately $ billion to $1.975 billion (with a midpoint estimate of approximately $ billion) and (b) the potential range of Equity Value is $ billion to $ billion (with a midpoint estimate of approximately $ billion) as of an Effective Date of July 31, 2018.). In performing its analysis, PJT applied the following valuation methodologies as applicable to the operations of the Merged Entities: (i) a discounted cash flow analysis and (ii) a current market multiples analysis. 1) Discounted Cash Flow Analysis The discounted cash flow ( DCF ) analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business. PJT s DCF analysis relied upon PRG s projections of the Merged Entities debt-free, after-tax cash flows through December 31, These cash flows were then discounted at a range of estimated weighted average costs of capital, which was determined by reference to, among other things, the cost of debt of selected companies that are similar to the Merged Entities in certain respects and the estimated cost of equity of selected publicly traded companies that are similar to the Merged Entities in certain respects. PJT s DCF analysis also included an estimate of the value of the Merged Entities for the period beyond December 31, 2021, known as the terminal value. The terminal value was derived by applying a multiple to the Merged Entities terminal year EBITDA. The discounted cash flow analysis involves complex considerations and judgments concerning appropriate terminal values and discount rates. 1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of VER Technologies Holdco LLC and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, to which this analysis is attached as Exhibit E.

11 Case KG Doc 468 Filed 06/14/18 Page 11 of 13 2) Current Market Multiples Analysis The current market multiples analysis estimates the value of a company based on a relative comparison with other publicly traded entities with generally similar operating and financial characteristics. Under this methodology, the enterprise value for each selected public entity is determined by examining the trading prices for the equity securities of such entity in the public markets and adding the aggregate amount of outstanding net debt for such entity. PJT also examined the aggregate amount of outstanding net debt of such entities using the market prices of such securities, as available. Such enterprise values are commonly expressed as multiples of various measures of financial and operating statistics, such as EBITDA. The total enterprise value is then calculated by applying these multiples to the Merged Entities actual and projected financial and operational metrics. Although the peer companies were compared to the Merged Entities for purposes of this analysis, no entity used in the peer companies trading analysis is identical or directly comparable to the Merged Entities. In order to calculate the peer companies trading multiples, PJT relied on publicly available filings with the Securities and Exchange Commission and equity research analyst consensus estimates. The selection of public comparable entities for this purpose was based upon characteristics that were deemed relevant based on PJT s professional judgment. The selection of appropriate comparable entities is often difficult, a matter of judgment and subject to limitations due to sample size and the availability of meaningful market-based information. Accordingly, PJT s comparison of the selected entities to the business of the Merged Entities and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and the Merged Entities. PJT assumed that the Financial Projections were reasonably prepared in good faith by PRG and on a basis reflecting PRG s management s best estimates and judgments as to the future operating and financial performance of the Merged Entities. The Valuation Analysis assumes the Merged Entities will achieve their Financial Projections in all material respects, including revenue growth, EBITDA margins, and cash flows as projected. If the combined business performs at levels below or above those set forth in the Financial Projections, such performance may have a materially negative or positive impact, respectively, on the estimated potential range of Reorganization Value and Equity Value. In preparing the Valuation Analysis, PJT: (a) reviewed certain historical financial information of the Debtors for recent years and interim periods, which is limited; (b) reviewed certain financial and operating data of the Debtors, including the Financial Projections; (c) discussed the Debtors and PRG s operations and future prospects with the Debtors and PRG s senior management teams; (d) reviewed certain publicly available financial data for, and considered the market value of, public companies that PJT deemed generally relevant in analyzing the value of the Merged Entities; (e) considered certain economic and industry information that PJT deemed generally relevant to the Merged Entities; and (f) conducted such other studies, analyses, inquiries and investigations as PJT deemed appropriate. PJT assumed and relied on the accuracy and completeness of all financial and other information furnished to it by the Debtors and PRG s management (including the Financial Projections) and other parties as well as publicly available information and did not undertake any independent appraisal of any of the assets or liabilities of the Debtors, PRG, or of any third party. The Valuation Analysis does not constitute a recommendation to any Holder of Allowed Claims and Interests or any other person as to how such person should vote or otherwise act with respect to the Plan. PJT has not been requested to and does not express any view as to the potential trading value of the Merged Entities securities on issuance or at any other time. The Valuation Analysis does not constitute an opinion as to fairness from a financial point of view to any person of the consideration to be received by such person under the Plan or of the terms and provisions of the Plan. 2

12 Case KG Doc 468 Filed 06/14/18 Page 12 of 13 PJT did not estimate the value of any tax attributes nor did it estimate the impact of any cancellation of indebtedness income on the Financial Projections. Any changes to the assumptions on the availability of tax attributes or the impact of cancellation of indebtedness income on the Financial Projections could materially impact the Valuation Analysis. THE ESTIMATED RANGE OF THE REORGANIZATION VALUE, AS OF AN ASSUMED EFFECTIVE DATE OF JULY 31, 2018, REFLECTS INFORMATION RECEIVED FROM THE DEBTORS AND PRG AND WORK PERFORMED BY PJT ON THE BASIS OF INFORMATION IN RESPECT OF THE BUSINESS AND ASSETS OF THE DEBTORS AND PRG AVAILABLE TO PJT AS OF APRIL 30, IT SHOULD BE UNDERSTOOD THAT, ALTHOUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT PJT S CONCLUSIONS, PJT DOES NOT HAVE ANY OBLIGATION TO UPDATE, REVISE OR REAFFIRM ITS ESTIMATES OR THE VALUATION ANALYSIS. PJT DID NOT INDEPENDENTLY VERIFY THE FINANCIAL PROJECTIONS OR OTHER INFORMATION PROVIDED BY THE DEBTORS AND/OR PRG THAT PJT USED IN CONNECTION WITH THE VALUATION ANALYSIS, AND NO INDEPENDENT VALUATIONS OR APPRAISALS OF THE DEBTORS OR PRG OR THEIR ASSETS OR LIABILITIES WERE SOUGHT OR OBTAINED IN CONNECTION THEREWITH. THE VALUATION ANALYSIS DOES NOT PURPORT TO BE AN APPRAISAL AND DOES NOT NECESSARILY REFLECT THE VALUES THAT MAY BE REALIZED IF ASSETS ARE SOLD AS A GOING CONCERN, IN LIQUIDATION, OR OTHERWISE. IN THE CASE OF THE REORGANIZED DEBTORS, THE REORGANIZATION VALUE REPRESENTS THE HYPOTHETICAL REORGANIZATION VALUE OF THE MERGED ENTITIES AS OF AUGUST 30AN ASSUMED EFFECTIVE DATE OF JULY 31, SUCH ESTIMATES WERE DEVELOPED SOLELY FOR PURPOSES OF THE FORMULATION OF THE PLAN AND THE ANALYSIS OF IMPLIED RELATIVE RECOVERIES TO CREDITORS THEREUNDER. SUCH ESTIMATES REFLECT COMPUTATIONS OF THE RANGE OF THE REORGANIZATION VALUE OF THE MERGED ENTITIES THROUGH THE APPLICATION OF VARIOUS VALUATION TECHNIQUES AND DO NOT PURPORT TO REFLECT OR CONSTITUTE APPRAISALS, LIQUIDATION VALUES, OR ESTIMATES OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WHICH MAY BE SIGNIFICANTLY DIFFERENT THAN THE AMOUNTS SET FORTH IN THE VALUATION ANALYSIS. THE VALUE OF AN OPERATING BUSINESS IS SUBJECT TO NUMEROUS UNCERTAINTIES AND CONTINGENCIES THAT ARE DIFFICULT TO PREDICT AND THAT WILL FLUCTUATE WITH CHANGES IN FACTORS AFFECTING THE FINANCIAL CONDITION AND PROSPECTS OF SUCH A BUSINESS. IN ADDITION, THE OUTCOME OF A MERGER OF TWO COMPANIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES. AS A RESULT, THE VALUATION ANALYSIS IS NOT NECESSARILY INDICATIVE OF ACTUAL OUTCOMES, WHICH MAY BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN THOSE IN THE VALUATION ANALYSIS. BECAUSE SUCH ESTIMATES ARE INHERENTLY SUBJECT TO UNCERTAINTIES, NEITHER THE DEBTORS NOR PJT, NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THEIR ACCURACY. IN ADDITION, THE POTENTIAL VALUATION OF NEWLY-ISSUED SECURITIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT. ACTUAL MARKET PRICES OF SUCH SECURITIES AT ISSUANCE WILL DEPEND UPON, AMONG OTHER THINGS, PREVAILING INTEREST RATES, CONDITIONS IN THE FINANCIAL MARKETS, THE ANTICIPATED INITIAL SECURITIES HOLDINGS OF PREPETITION CREDITORS, SOME OF WHICH MAY PREFER TO LIQUIDATE THEIR INVESTMENT RATHER THAN HOLD IT ON A 3

13 Case KG Doc 468 Filed 06/14/18 Page 13 of 13 LONG-TERM BASIS, AND OTHER FACTORS WHICH GENERALLY INFLUENCE THE PRICES OF SECURITIES. THE SUMMARY SET FORTH HEREIN DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE VALUATION ANALYSIS PERFORMED BY PJT. THE PREPARATION OF A VALUATION ANALYSIS INVOLVES VARIOUS DETERMINATIONS AS TO THE MOST APPROPRIATE AND RELEVANT METHODS OF FINANCIAL ANALYSIS AND THE APPLICATION OF THESE METHODS IN THE PARTICULAR CIRCUMSTANCES AND, THEREFORE, SUCH AN ESTIMATE ANALYSIS IS NOT READILY SUITABLE TO SUMMARY DESCRIPTION. THE VALUATION ANALYSIS, INCLUDING THE REORGANIZATION VALUE CONTAINED THEREIN, REPRESENTS ESTIMATES AND DOES NOT REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE MARKETS. THE IMPUTED ESTIMATE OF THE RANGE OF THE EQUITY VALUE OF THE MERGED ENTITIES ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN ESTIMATE OF THE POST-REORGANIZATION MARKET TRADING VALUE. ANY SUCH TRADING VALUE MAY BE MATERIALLY DIFFERENT FROM THE ESTIMATED EQUITY VALUE RANGE FOR THE MERGED ENTITIES SET FORTH IN THE VALUATION ANALYSIS. PJT IS ACTING AS INVESTMENT BANKER TO THE DEBTORS, AND WILL NOT BE RESPONSIBLE FOR AND HAS NOT AND WILL NOT PROVIDE ANY TAX, ACCOUNTING, ACTUARIAL, LEGAL OR OTHER SPECIALIST ADVICE TO THE DEBTORS OR ANY OTHER PARTY IN CONNECTION WITH THE DEBTORS CHAPTER 11 CASES, THE PLAN OR OTHERWISE. [Remainder of Page Intentionally Left Blank] 4