FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, OKAPI PARTNERS LLC, AT (855) 208-8902 (TOLL FREE) EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MARCH 25, 2024, UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE") (Complete appropriate section on subsequent pages of this form.) The Company is conducting a Rights Offering, which entitles holders of: (i) shares of Common Stock; (ii) shares of the Company's Series A-3 Convertible Participating Preferred Stock, par value $0.001 per share (the "Series A-3 Preferred Stock"), Series A-4 Convertible Participating Preferred Stock, par value $0.001 per share (the "Series A-4 Preferred Stock, and, together with the Series A-3 Preferred Stock, the "Preferred Stock"); and (ii) holders of the 7.5% Convertible Senior Notes due 2026 pursuant to that certain Indenture, dated as of February 1, 2021 between HC2 Holdings, Inc., (nka INNOVATE Corp.) and U.S. Bank National Association, as Trustee (the "Convertible Notes") to receive one Right for each share of Common Stock, Preferred Stock, or note held by them as of 5:00 P.M. New York City time, on March 6, 2024 (the "Record Date"). Each Right provides the holder to subscribe for 0.2858 shares of Common Stock pursuant to its Basic Subscription Privilege and, if its Basic Subscription Privilege is fully exercised, to subscribe for additional shares of Common Stock pursuant to its Oversubscription Privilege. If the aggregate Subscription Price delivered or transmitted by the holder with the Rights Certificate exceeds the aggregate Subscription Price for all shares for which the holder would be entitled to subscribe pursuant to its Basic Subscription Privilege and no direction is given as to the excess, such holder will be deemed to have subscribed for a number of additional shares of Common Stock equal to the maximum whole number of additional shares of Common Stock that could be purchased with such excess Subscription Price. Shares of Common Stock purchased pursuant to the Rights Offering will be issued as soon as practicable following the Expiration Date. Rights may only be exercised in aggregate for whole numbers of shares of Common Stock; no fractional Rights or cash in lieu thereof were issued or paid. Fractional Rights will be rounded to the nearest whole number with such adjustments as may be necessary to ensure that if all Rights are exercised, the Company will receive gross proceeds of $19.0 million. Set forth herein is the number of Rights evidenced by this Rights Certificate that the holder is entitled to exercise pursuant to such holder's Basic Subscription Privilege. If shares of Common Stock or Preferred Stock applicable to a subscription are held by more than one record holder, the Rights Certificate must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Company, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed Rights Certificates must be submitted for each such position held by that or those joint holders (registrants). This Rights Certificate is transferable. Holders should be aware that if they choose to exercise, assign or transfer only part of their Rights they may not receive a new Rights Certificate in sufficient time to exercise, assign or transfer the remaining Rights evidenced thereby. For questions and to request copies of materials, call the Information Agent - Okapi Partners LLC at (855) 208-8902 (toll free) Please complete and return, as described below, on or before the dates outlined below. SUBSCRIPTION AGENT: Computershare, N.A. By First Class Mail: By all Trackable Mail or Overnight Courier: Computershare, N.A. Computershare, N.A. INNOVATE Corp. Rights Offering INNOVATE Corp. Rights Offering P.O. Box 43011 150 Royall Street, Suite V Providence, RI 02940-3011 Canton, MA 02021 To participate in the Rights Offering available through your shares held through Computershare you must follow the instructions and complete the relevant section(s) below, sign and date the front page of this document, and return this signed Rights Certificate, with payment or any additional documents if applicable, to the Subscription Agent listed above. 1. Exercise Your Rights and Subscribe for Shares of Common Stock To subscribe for shares of Common Stock under the Basic Subscription Privilege, please complete Sections 1.A and 1.C below. If you wish to subscribe for shares of Common Stock under the Oversubscription Privilege as well, you must also complete Section 1.B below. This Form of Exercise, Sale or Transfer and payment to the Subscription Agent must be received by 5:00 p.m., New York City time, on March 25, 2024, which is the Expiration Date (unless extended by the Company). Funds must clear your account before the Expiration Date. Please note that personal checks may take approximately five business days to clear your account. Please see paragraph 1 of the instructions accompanying this Rights Certificate.
