Form of Rights Certificate
[Form of Rights Certificate]
|RIGHTS CERTIFICATE #:||NUMBER OF RIGHTS:|
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS
DATED  , 2019 (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT
Forbes Energy Services Ltd.
Incorporated under the laws of the State of Delaware
NON-TRANSFERABLE RIGHTS CERTIFICATE
Evidencing Non-Transferable Rights to Purchase 5.00% Subordinated Convertible PIK Notes due 2020
of Forbes Energy Services Ltd.
Subscription Price: 100% of principal amount
THE RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON FEBRUARY 28, 2019 UNLESS EXTENDED BY THE COMPANY
THIS CERTIFIES THAT the registered owner whose name is subscribed herein is the owner of the number of non-transferable rights (Rights) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase 5.00% subordinated convertible PIK notes due 2020 (the Notes) of Forbes Energy Services Ltd., a Delaware corporation (the Company), in minimum denominations and integral multiples of $ pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus and the Instructions for Use of Forbes Energy Services Ltd. Rights Certificates accompanying this Rights Certificate. If any of the principal amount of Notes available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of the basic subscription Right, any rights holder that exercises its basic subscription Rights in full may purchase additional principal amount of Notes pursuant to the terms and restrictions of the Rights Offering (the Over-Subscription Privilege). The Rights represented by this Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for the requested principal amount of Notes in accordance with the Instructions for Use of Forbes Energy Services Ltd. Rights Certificates that accompany this Rights Certificate.
This Rights Certificate is not valid unless countersigned by the Subscription Agent and registered by the registrar.
Witness the seal of Forbes Energy Services Ltd. and the signatures of the duly authorized officers.
|Dated , 2019|
|Chief Executive Officer||Senior Vice President, Chief Financial Officer|
DELIVERY OPTIONS FOR RIGHTS CERTIFICATE
Delivery other than in the manner or to the address listed below will not constitute valid delivery.
If delivering by mail, hand or overnight courier
American Stock Transfer & Trust Company, LLC
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FOR INSTRUCTIONS ON THE USE OF FORBES ENERGY SERVICES LTD. RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., THE SUBSCRIPTION AGENT, AT ###-###-#### (toll-free) or ###-###-#### (for banks and brokers).
NOTICE TO HOLDERS IN ARIZONA:
The aggregate principal amount of Notes that may be subscribed for pursuant to Rights held by Arizona residents other than certain institutional investors pursuant to this Rights Offering is limited to $500,000. Therefore, if the Subscription Agent receives exercise documentation that otherwise would require the Company to issue to Arizona residents who are not eligible institutional investors more than $500,000 in aggregate principal amount, the Company will issue to all such exercising stockholders their pro rata portion of such aggregate principal amount of Notes and return the excess payment amount, if any, to such stockholders, without interest, as soon as practicable after the expiration date of this Rights Offering.
Please check the following box if you are exercising rights on behalf of a beneficial owner in Arizona that is not a bank, a savings institution, a trust company, an insurance company, an investment company as defined in the Investment Company Act of 1940, a pension or profit sharing trust or other financial institution or institutional buyer or a dealer whether the purchaser is acting for itself or in a fiduciary capacity. ☐