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Vylor Inc. ("Vylor") is considering undertaking certain transactions with respect to the EIDP Notes (collectively, the
"Exchange Offers and Consent Solicitations"), including soliciting consents on behalf of EIDP to adopt certain proposed amendments to the
respective indentures under which the EIDP Notes are issued. If you are a beneficial owner, or a representative acting on behalf of a
beneficial owner, of EIDP Notes that is an Eligible Noteholder (as defined below), please complete the eligibility certification set forth in Annex B (the "Eligibility Certification")
and return it to D.F. King & Co., Inc., at the address set forth in the Eligibility
Certification. If you are a beneficial owner of EIDP Notes that is not an Eligible Noteholder, please do not take any action at this time.
In addition, if you are located or resident in Canada, you will only qualify as an Eligible Noteholder if you satisfy
all of the following conditions: (i) you are not an individual; (ii) you are an "accredited investor" as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario);
(iii) you are a "permitted client" as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations;
and (iv) you have, or prior to tendering any EIDP Notes in the Exchange Offers will have, completed,
signed and submitted to the Exchange Agent a Canadian Eligibility Certificate in the form set forth in
Annex C.
RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 1, 2026.
This letter is neither an offer nor a solicitation of an offer with respect to the EIDP Notes. It does not create any obligations
whatsoever on the part of Vylor to make any offer or on the part of the recipient to participate if an offer is made.
COMPLETED FORMS MUST BE TRANSMITTED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE EXCHANGE OFFERS AND CONSENT
SOLICITATIONS, AT THE ADDRESS SET FORTH IN THE ELIGIBILITY LETTER OR ELECTRONICALLY AT THE NEXT PAGE.
You may direct any questions about the eligibility process to D.F. King & Co., Inc., at 28 Liberty Street, 53rd Floor, New York, New York
10005, telephone: (800) 283-9185 (toll-free) or 646-461-2610 (toll), e-mail address: vylor@dfking.com.
ANNEX A
"Qualified Institutional Buyer" means:
(1) Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers,
that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are
not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act;
(b) Any investment company registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), or any business development company as defined
in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958, as amended, or any Rural Business Investment Company as defined in Section 384A of the
Consolidated Farm and Rural Development Act, as amended;
(d) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions, for the benefit of its employees;
(e) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974,
as amended;
(f) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types
identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement
accounts or H.R. 10 plans;
(g) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act");
(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 corporation
(other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other
institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association
or equivalent institution), partnership, or Massachusetts or similar business trust;
(i) Any investment adviser registered under the Investment Advisers Act; and
(j) Any institutional accredited investor, as defined in Rule 501(a) under the Securities Act, of a type
not listed in paragraphs (1)(a) through (i) above or paragraphs (2) through (6) below.
(2) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), acting for its own account or the accounts of other Qualified
Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities
of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold
allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;
(3) Any dealer registered pursuant to Section 15 of the Exchange Act acting in a "riskless principal transaction" (as defined below) on behalf
of a Qualified Institutional Buyer;
(4) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified
Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of
issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.
"
Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a
unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment
adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this section:
(a) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to
be a separate investment company; and
(b) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors)
are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a
majority-owned subsidiary of the other investment company's adviser (or depositor);
(5) Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or
the accounts of other Qualified Institutional Buyers; and
(6) Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in
Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution,
acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at
least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of
sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale
for a foreign bank or savings and loan association or equivalent institution.
For purposes of the foregoing definition:
(1) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the
following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations;
repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.
(2) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such
securities, except where the entity reports its securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities has been published. In the latter event,
the securities may be valued at market for purposes of this section.
(3) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities
owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance
with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the
direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the
Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary
that would be included in the consolidated financial statements of another enterprise.
(4) "Riskless principal transaction" means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting
sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional
Buyer.
* * * * * *
"U.S. Person" means:
(1) Any natural person resident in the United States;
(2) Any partnership or corporation organized or incorporated under the laws of the United States;
(3) Any estate of which any executor or administrator is a U.S. person;
(4) Any trust of which any trustee is a U.S. person;
(5) Any agency or branch of a foreign entity located in the United States;
(6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person;
(7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in the United States; and
(8) Any partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign jurisdiction; and
(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates or trusts.
* * * * * *
The following are not "U.S. Persons":
(1) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of
a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;
(2) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and
(b) The estate is governed by foreign law;
(3) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a
U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. person;
(4) An employee benefit plan established and administered in accordance with the law of a country other than the
United States and customary practices and documentation of such country;
(5) Any agency or branch of a U.S. person located outside the United States if:
(a) The agency or branch operates for valid business reasons; and
(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where located; and
(6) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies,
affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.
* * * * * *
"United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
* * * * * *
"Non-U.S. qualified offeree" means:
(1) any entity that is located and/or resident in the European Economic Area and is not a retail investor.
For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended or superseded).
(2) any person in the United Kingdom that is not a retail investor. For these purposes, a retail investor means a person who is neither:
(i) a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of assimilated law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, nor (ii) a "qualified investor" as defined in paragraph 15
of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024; or
(3) any person or entity outside the United States, the European Economic Area, the United Kingdom or Canada to whom the offers contemplated by
the Exchange Offers and Consent Solicitations may be made in compliance with all applicable laws and regulations of any applicable jurisdiction.
