Common use of Acceptance of Subscriptions Clause in Contracts

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offering: (a) Hold all funds received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder who elected to exercise its Rights. (b) Advise the Company daily by email transmission and confirm by letter to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Stock unsubscribed.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights Offering: (a) Hold all funds monies received in the Rights Offering in a dedicated, non-interest bearing escrow account for the benefit of the CompanyCompany (the “Rights Account”). Promptly following the Rights Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 5 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights Privilege in such accountaccount and following the Rights Expiration Time issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 6 and executed by the Company, liquidate the segregated account in which the subscription funds were held Rights Account as promptly as practicable and distribute the funds in the Rights Account to each respective subscribing Common Stock holder or Warrant holder Record Shareholder who elected made a Subscription Payment to exercise its Rights.Continental; and (b) Advise the Company daily by email transmission and confirm by letter to the attention of Ch▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “Company Representative”) as whose email address is ch▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇s to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Rights Expiration Time, advise the Company Representative in accordance with (b6(b) above and confirm by letter to such Company Representative of the number of shares of Common Shares Subscribed for and the number amount of shares of Preferred Stock unsubscribedfunds received.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its Rights. (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇) ▇▇▇-▇▇▇-▇ ▇▇▇▇, confirmed by email facsimile transmission (▇▇▇▇▇.) ▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Daylight Savings Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Common Stock Subscribed and the number of shares of Preferred Common Stock unsubscribed.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights OfferingOfferings: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights subscription Privilege and purchase of shares of Common stock in the directed share program and the Supplemental Offering in such accountaccount and following the applicable Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, check or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7Continental. In the event that the Rights Offering Offerings or any one of them is not consummated because the Company has withdrawn, cancelled or terminated the Rights such Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder stockholder who elected to exercise its RightsRights or submitted a Subscription Agreement without interest, penalty or deduction. (b) Advise the Company daily by email email, facsimile or other electronic transmission and confirm by letter to the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “"Company Representative”") as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇facsimile transmission, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and, in addition, maintain and update a listing of holders who have fully or partially exercised their Rights and holders who have not exercised their Rights.; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Daylight Time, on the first full business day following the applicable Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Subscribed Common Stock subscribed and the number of shares of Preferred Common Stock unsubscribed. (d) Promptly following the Rights Offering Expiration Time, Continental shall calculate the number of shares of Common Stock to which each subscriber is entitled pursuant to the Over-subscription Privilege. The Over-subscription Privilege may only be exercised by the holder of Rights who fully exercise to purchase all of the Rights that can be exercised under the Basic Subscription Right. The shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right and the directed share program (the "Remaining Shares"). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Over-subscription Privilege, each holder as of the Record Date shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Remaining Shares subscribed for under the Over-subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Right shall be determined in the sole discretion of the Company. (e) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Over-subscription Privilege and the amount overpaid, if any, by each subscriber, Continental shall, as soon as practicable, furnish a list of all such information to the Company. (f) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Over-subscription Privilege and assuming payment for the additional Remaining Shares subscribed for has been delivered, Continental shall mail, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Remaining Shares is allotted to a subscriber under the Over-subscription Privilege than the subscriber has tendered payment for, Continental shall remit the difference to the subscriber without interest, penalty or deduction at the same time as certificates representing the securities allotted pursuant to the Over-subscription Privilege are mailed. (g) Funds received by Continental pursuant to the Basic Subscription Right, the Over-subscription Privilege, the directed share program and the Supplemental Offering shall be held by Continental in a segregated account. Upon mailing certificates representing the securities and refunding subscribers for additional Rights or shares of Common Stock subscribed for but not allocated, if any, Continental shall promptly remit to the Company all funds received in payment of the Subscription Price for Rights and shares of Common Stock sold in the Offerings.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7Continental. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder stockholder who elected to exercise its Rights. (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, confirmed by email facsimile transmission ((▇▇▇) ▇▇▇-▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇), of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Daylight Savings Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Common Stock unsubscribed.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its Rights. (b) Advise the Company daily weekly by email transmission and confirm by letter to the attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇transmission, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) aboveabove from each shareholder, with cumulative totals; and. More frequent reporting will be made available at the Company’s request. (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise deliver to the Company Representative a report in accordance with (b) above of the number of shares of Common Stock Subscribed and the number of shares of Preferred Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company as promptly as possible following the Expiration Time.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights Privileges and Over-Subscription Rights Privileges in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7Continental. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds Subscription monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder Subscribing Record Holder who elected to exercise its Rights.; (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇J▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, President, Chief Executive Officer and Acting Chief Financial Officer of the Company (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, ext. 101, confirmed by email facsimile transmission at (▇▇▇▇▇.) ▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) aboveabove from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise deliver to the Company Representative a report in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company as promptly as possible following the Expiration Time.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) a. Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for Depositary Units issuable with respect to Subscriptions that have been accepted. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder unitholder who elected to exercise its Rights. (b) b. Advise the Company daily weekly by email transmission to [ ] and confirm by letter to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇ (the “"Company Representative”") as to the total number of shares of Preferred Stock Depositary Units Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇[ ], confirmed by email facsimile transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇[ ], of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) c. As promptly as possible but in any event on or before 3:30 p.m.3:30p.m., Eastern Daylight Savings Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the estimated number of shares of Depositary Units Subscribed and the estimated number of shares of Preferred Stock unsubscribedDepositary Units unsubscribed (with final numbers to follow 3 business days following the Expiration Time).

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue shares of Common Stock issuable with respect to Subscriptions that have been accepted. Except to the extent any restricted shares are issued requiring a physical certificate, all of the shares will be issued in book entry (“DRS”) form. The Agent will issue DRS confirmations to each shareholder who exercised the Basic Subscription Right and Over-Subscription Right confirming the number of shares of Common Stock acquired. The Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its Rights. (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email facsimile transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇at , of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Daylight Savings Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Common Stock Subscribed and the number of shares of Preferred Common Stock unsubscribed. In the event the offering includes a guarantee delivery period, such report shall be preliminary and a final report will be provided within one day following the expiration of any such guarantee delivery period.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its Rights. (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇R▇▇▇▇ ▇▇▇▇▇▇ (the “"Company Representative”") as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇2▇▇-▇▇▇-▇▇▇▇, confirmed by email facsimile transmission 2▇▇-▇▇▇-▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern ______________ Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Common Stock Subscribed and the number of shares of Preferred Common Stock unsubscribed.

Acceptance of Subscriptions. (a) Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offering: (a) Hold hold all funds monies received in a dedicated, non-interest bearing escrow special account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder who elected to exercise its Rights. (b) Advise the Company daily Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email transmission and confirm by letter to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, VP and Corporate Affairs Officer (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to final determination by the Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of Preferred Additional Common Stock Subscribed for and for; (ii) the total number of Rights sold or otherwise transferred; (iii) the total number of Rights partially Subscribed for; (iv) the amount of funds received, with ; and (v) the cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with categories (ai) through (iv) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and. (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with by email of (bi) above the number of shares of Additional Common Stock Subscribed for pursuant to the Basic Subscription Privilege; (ii) the number of shares of Additional Common Stock unsubscribed for through the exercise of the Basic Subscription Privilege; and (iii) the number of shares of Additional Common Stock subscribed for pursuant to the Over-subscription Privilege. (d) As promptly as possible on the first full business day following the Expiration Time, advise the Company Representative by email of the number of shares subscribed for by each director and officer of Subscribed the Company listed on a schedule previously provided to Agent using such individual’s registered account with Agent and as promptly as possible on the first full business day following the date of issuance, advise the Company Representative of the number of shares of Preferred Stock unsubscribedissued to each such individual.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offering: (a) Hold all funds monies received in connection with Subscriptions in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly Promptly, on one or more occasions following receipt of Subscriptions for at least the Expiration TimeMinimum Offering Amount, and upon notice from the Company , the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount as directed by the Company in such notice. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights OfferingOffering or has failed to obtain subscriptions for the Minimum Offering Amount by the Offering Expiration Date, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its RightsRights and to each subscriber in the Public Offering. (b) Advise the Company daily weekly (or more frequently upon request) by email transmission and confirm by letter to in the attention form of ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Company Representative”) a spreadsheet as to the total number of shares of Preferred Stock Shares Subscribed for and the total amount of funds received, with cumulative totals for each; each and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible after Subscriptions have been received for the Minimum Offering Amount and thereafter, on one or more occasions as requested by the Company from time to time, but in any event on or before 3:30 p.m., Eastern Daylight Savings Time, on the first full business day following the Offering Expiration TimeDate, advise the Company Representative in accordance with (b) above of the number of shares Shares already issued in the Offering, the number of Shares Subscribed and the number of shares Shares unsubscribed. In the event the Offering includes a guarantee delivery period, such report shall be preliminary and a final report will be provided within one day following the expiration of Preferred Stock unsubscribedany such guarantee delivery period.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, shall distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, shall liquidate the segregated account in which the subscription funds monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder shareholder who elected to exercise its Rights. (b) Advise the Company daily weekly by email transmission and confirm by letter to the attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m.3:30p.m., Eastern Daylight Savings Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Common Stock Subscribed and the number of shares of Preferred Common Stock unsubscribed.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights Privileges in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7Continental. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds Subscription monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder Subscribing Record Holder who elected to exercise its Rights.; (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇J▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, President, Chief Executive Officer and Acting Chief Financial Officer of the Company (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, ext. 101, confirmed by email facsimile transmission at (▇▇▇▇▇.) ▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) aboveabove from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise deliver to the Company Representative a report in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company as promptly as possible following the Expiration Time.

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent Continental shall from time to time during the Rights Offeringoffering: (a) Hold all funds monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights Privileges and Over-Subscription Rights Privileges in such accountaccount and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to Subscriptions that have been accepted. The Subscription Agent Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7Continental. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds Subscription monies were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder Subscribing Record Holder who elected to exercise its Rights.; (b) Advise the Company daily by email facsimile transmission and confirm by letter to the attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, Chief Financial Officer of the Company (the “Company Representative”) as to the total number of shares of Preferred Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (▇▇▇-) ▇▇▇-▇▇▇▇, ext. 102, confirmed by email facsimile transmission at (▇▇▇▇▇.) ▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) aboveabove from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise deliver to the Company Representative a report in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company as promptly as possible following the Expiration Time.