Common use of Subscription Procedure Clause in Contracts

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated accountinterest-bearing account (which interest will inure to the benefit of the Fund). Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Fund certificates representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Fund. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Common Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent 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 Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) Notwithstanding anything to the contrary herein, the Subscription Agent shall from time to time prior to the Expiration Date offer to the dealer manager for the offering (the “Dealer Manager”) Rights which the holders thereof have tendered to the Subscription Agent for sale and to facilitate the exercise of Rights acquired by the Dealer Manager at its option on one or more dates, which are expected to be prior to the Expiration Date, at the subscription price set forth in the Prospectus (which may be different from the Subscription Price), in each case in accordance with the Prospectus.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City timeEastern Time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 paragraph 5 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order (without deduction for bank service charges or otherwise), payable ) to the order of “American Continental Stock Transfer & Trust Company, LLC” the as Subscription Agent shallfor Opexa Therapeutics, Inc.,” you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), (c) and (d) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Subscription Right duly subscribed for (pursuant to the Basic Subscription Right and the Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Units to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The remaining securities will be available for issuance pursuant to the Over-Subscription Privilege. Where there are sufficient Remaining Securities to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Privilege, each holder shall be allotted the number of additional securities subscribed for. If Over-Subscription Privilege requests exceed the number of Units available, however, the available Units will be allocated pro rata among record holders exercising the Over-Subscription Privilege in proportion to the number of shares of Common Stock or underlying Series L warrants each of those record holders owned on the Record Date, relative to the number of shares owned or underlying Series L warrants on the Record Date by all record holders exercising the Over-Subscription Privilege. If this pro rata allocation results in any record holder receiving a greater number of shares than the record holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder will be allocated only that number of Units for which the record holder oversubscribed, and the remaining Units will be allocated among all other record holders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. Any fractional Remaining Securities to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unit. (c) Upon calculating the number of Shares Remaining Securities to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired Remaining Securities to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the additional Remaining Securities subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of SharesRemaining Securities is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares securities subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City Eastern time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic Subscription.Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. AST Confidential and Proprietary Information – Version August 2012 2 (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it the Subscription Agent in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.[ ], New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (ii) payment in full of the Estimated estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company[ ], LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), (c) and (d) below, and only after receipt of the full Subscription Price therefor, mail to the Rights Holder’s registered address on the books of the Company certificates representing the shares of Common Stock duly subscribed for [(pursuant to the Basic Subscription Right and the Over-Subscription Privilege)] and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock to which each subscriber Rights Holder is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders [(i)] Rights Holders who are Record Date Stockholders and subscribe to all the Rights shares that can be subscribed for under the Basic Subscription[Basic] Subscription Right [and (ii) the other Rights Holders who exercise Rights. As long as there are sufficient Remaining Shares to satisfy all additional subscriptions by Rights Holders exercising their Rights under the Over-Subscription Privilege, all of such Rights Holders shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of shares subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Shares, the Remaining Shares shall be allotted to the participants in the Over-Subscription Privilege as follows: First, to the participants in the Over-Subscription Privilege who were Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of shares of Common Stock held by such participants on the Record Date; and, second, to the participants in the Over-Subscription Privilege who were not Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Rights held by such participants on the Expiration Date; provided, however, that if this allocation results in any participant being allocated a greater number of shares than such participant subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such participant shall be allocated only such number of shares pursuant to the Over-Subscription Privilege as such participant subscribed for.] [No fractional shares of Common Stock will be issued pursuant to the exercise of the Rights.] (c) Upon calculating the number of Shares shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid overpaid or overpaidunderpaid, if any, by each subscriberRights Holder, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each Rights Holder is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and subject to payment of the full Subscription Price for the additional subscribed shares being received by you, you shall mail, as contemplated in subsection (iia) above, the certificates representing the additional shares which the Rights Holder has been allotted. If a lesser number of Sharesshares is allotted to a Rights Holder under the Over-Subscription Privilege than the Rights Holder has tendered payment for, if any, acquired you shall remit the difference to the Rights Holder without interest or deduction at the same time as certificates representing the shares allotted pursuant to the Additional Over-Subscription Privilege; Privilege are mailed.] [(iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offeringc)][(e). Any additional payment required from a Stockholder must be ] Funds received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased you pursuant to the Basic [Basic] Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right [and the Additional Over-Subscription Privilege Privilege] shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities shares [and refunding subscribers Rights Holders for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent ,] you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic SubscriptionSubscription Right. The Rights available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Rights”). Where there are sufficient Remaining Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Rights subscribed for. If the aggregate number of Rights subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Rights, the number of Remaining Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Rights by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Rights subscribed for by all participants under the Additional Subscription Privilege. Any fractional Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Right. (c) Upon calculating the number of Shares Rights to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Rights to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Rights subscribed for has been delivered, the Subscription Agent 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 Rights is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Rights subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Rights issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 Paragraph 6 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or draft, wire transfer of immediately available funds or money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American U.S. Stock Transfer & Trust CompanyCorporation, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the total number of Rights to which each subscriber is entitled pursuant to shares that are available for the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Rights shares that can be subscribed for under the Basic SubscriptionSubscription Right. The shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Shares"). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Oversubscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is ownership of shares of each participant in the Oversubscription Privilege round and the denominator is the total ownership of all stockholders participating in the Oversubscription Privilege round. Any fractional share to which persons exercising their Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share. (c) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each subscriber is entitled pursuant to the Basic Subscription; Oversubscription Privilege and assuming payment for the additional shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Sharesshares is allotted to a subscriber under the Oversubscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber by check without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Oversubscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by it you in a segregated account. You shall invest and reinvest such funds in your [Time Deposit Open Account] or, if directed by the Company, a money market fund which has been placed in its highest rating category by Standard & Poors or ▇▇▇▇▇'▇. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay Offering (together with all interest to any holder or partyearned thereon).

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City Eastern time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 6 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or draft, wire transfer of immediately available funds or money order (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Registrar and Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each share of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and (dthe Oversubscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for under the Basic SubscriptionSubscription 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 (the "Remaining Shares of Common Stock"). Where there are sufficient Remaining Shares of Common Stock to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of Remaining Shares of Common Stock subscribed for. If the aggregate number of shares of Common Stock subscribed for under the Oversubscription Privilege exceeds the number of Remaining Shares of Common Stock, the number of Remaining shares of Common Stock allotted to each participant in the Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares of Common Stock by a fraction of which the numerator is the number of shares of Common Stock subscribed for by that participant under the Oversubscription Privilege and the denominator is the aggregate number of Remaining Shares of Common Stock subscribed for by all participants under the Oversubscription Privilege. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share Oversubscription Privilege and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full assuming payment for the Shares additional shares of Common Stock subscribed for has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers delivered, you shall mail, as contemplated in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. subparagraph (ea) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocatedabove, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.the

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft draft, postal or express money order or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent Date, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Over Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe fully exercise to purchase all the Rights that can be exercised for 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 (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 Record Holder shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Remaining Shares subscribed for under the Basic SubscriptionOver Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Over Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Over Subscription Privilege. Any fractional Right to which persons exercising their Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Right. (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Remaining Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over Subscription Privilege and assuming payment for the additional Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of SharesRemaining Shares is allotted to a subscriber under the Over Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Over Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Rights subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Rights sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay , together with any interest to any holder or partyearned thereon.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. Where there are sufficient Remaining Shares to satisfy all additional subscriptions by Rights Holders exercising their Rights under the Over-Subscription Privilege, each Rights Holders shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Rights subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Over-Subscription Privilege shall be subject to proration. No fractional shares of Common Stock will be issued pursuant to the exercise of the Rights. Any fractional shares to which Rights Holders exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole share. (c) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriberRights Holder, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each Rights Holder is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the additional shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Sharesshares is allotted to a Rights Holder under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the Rights Holder without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Over-Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers Rights Holders for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) and (d) belowbelow furnish a list of all such information to the Fund. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Remaining Common Shares subscribed for. To the extent sufficient Common Shares are not available to fulfill all over-subscription requests, Remaining Common Shares will be allocated pro rata among those Record Date Shareholders who over-subscribe based on the number of Rights issued to them by the Fund. The allocation process may involve a series of allocations in order to assure that the total number of Common Shares available for over-subscriptions is distributed on a pro rata basis. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares held by that participant on the Record Date and the denominator is the total Record Date position of all persons participating in the Additional Subscription Privilege. Any fractional Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may beIf, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the Remaining Common Shares subscribed for has been delivered, a lesser number of Common Shares is allotted to subscribers in book-entry form as soon as practicable after a subscriber under the Expiration Date and after all allocations have been conductedAdditional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Remaining Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon For a valid exercise of Rights to occur, the Subscription Agent’s receipt Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or deliveryas defined in the Prospectus) of (i) any Subscription the Rights Certificate pertaining to such Rights, which has been properly completed and endorsed for exercise, as provided on in the reverse side of instructions accompanying the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price for each Right being exercised (as defined in the Prospectus"Subscription Price") in U.S. funds Dollars by check, money order or cashier's check or by check drawn on a bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), located in the United States payable to the order of “"American Stock Transfer & and Trust Company, LLC” as Subscription Agent." (b) After receipt at any time after five (5) calendar days after the Expiration Date of written instructions from the Company to mail the Ordinary Shares subscribed for pursuant to the Rights, the Subscription Agent shall, shall as soon as practicable after mail certificates representing the Expiration DateOrdinary Shares properly subscribed for by the holders of the Rights. The certificates shall be mailed via first class mail to the subscribers' addresses as shown on the reverse side of the Rights Certificate or, perform if none, then as listed on the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date Subscription Agent's register except that the Subscription Agent shall calculate comply with any ancillary written delivery instructions provided by any subscriber. The Subscription Agent shall maintain a blanket surety bond protecting the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription Company and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic SubscriptionAgent from loss or liability arising out of non-receipt or non-delivery of such certificates. (c) Upon calculating Fractional shares shall not be issued or subscribed for. One Right may be exercised to purchase one (1) Ordinary Share at the Subscription Price. No fractional Rights shall be issued. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Ordinary Shares than the number of for which they would be entitled to subscribe under the original Rights Certificate (except that a bank, trust company, securities dealer or broker which holds Ordinary Shares to which each subscriber is entitled pursuant on the Record Date for more than one beneficial owner may, upon proper showing to the Additional Subscription Privilege Agent, exercise its Rights Certificates on the same basis as if the beneficial owners were record holders on the Record Date). Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be entitled to exercise their Rights Certificates on behalf of the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Companybeneficial owners. (d) Within five (5) business days following To the Expiration Date extent that any Rights Certificates remain unexercised or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m.outstanding at 5:01 P.M., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (eother than those subject to Paragraph 7 hereof) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege such outstanding Rights Certificates shall be held by it in a segregated account. Upon delivering the securities automatically deemed cancelled and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or partyno further force and effect.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or money order or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Over Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe 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 (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 Record Holder shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Remaining Shares subscribed for under the Basic SubscriptionOver Subscription Privilege exceeds the number of AST Confidential and Proprietary Information — Version January 2011 Remaining Shares, the number of Remaining Shares allotted to each participant in the Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Over Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Over Subscription Privilege. Any fractional Right to which persons exercising their Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Right. (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following Upon calculating the Expiration Date or Extended Expiration Date as number of Remaining Shares to which each subscriber is entitled pursuant to the case may beOver Subscription Privilege and assuming payment for the additional Remaining Shares subscribed for has been delivered, the Subscription Agent shall send mail, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the lesser number of Remaining Shares acquired is allotted to a subscriber under the Over Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Over Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Over Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Rights subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Rights sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their AST Confidential and Proprietary Information – Version January 2011 2 Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City timeEastern Time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company a direct registration account statement representing the Units duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic Subscription. Subscription Right. The Units available for over-subscription will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (c) Upon calculating the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Privilege, each holder shall be allotted the number of Shares additional Units subscribed for. If the aggregate number of Units subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to which each subscriber is entitled pursuant participant in the Over-Subscription Privilege shall be determined in accordance with the following formula: ● Each holder who exercises the over-subscription privilege will be allocated a percentage of the remaining Units equal to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show percentage that results from dividing (i) the number of Shares acquired pursuant to the Basic Subscription; Subscription Rights which that holder exercised by (ii) the number of SharesBasic Subscription Rights which all holders who wish to participate in the Over-Subscription Privilege exercised. Such percentage could result in the allocation of more or fewer Over-Subscription Units than the holder requested to purchase through the exercise of the over-subscription privilege. ● Example A: If Unit holder A holds 2,000 subscription rights and Unit holder B holds 3,000 subscription rights, and they are the only two holders who exercise the over-subscription privilege, holder A will be allocated 40% and holder B will be allocated 60% of all remaining Depositary Receipts available. ● Second, if any, acquired the allocation of remaining Units pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares formula described above in the Offering). Any additional payment required from first step would result in any holder receiving a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline greater number of Units than that holder subscribed for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription over-subscription privilege, then such holder will be delivered to subscribers in bookallocated only that number of Units for which the holder over-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedsubscribed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s 's receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft check or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “"American Stock Transfer & Trust Company, LLC” ," the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company statements confirming the issuance of the uncertificated securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right as well as any Shares issued pursuant to the Company's exercise of an over-allotment option (collectively, the "Remaining Shares"). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be calculated as set forth in the Prospectus Supplement. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent shall mail, as contemplated in subsection (a) above, the statements confirming the issuance of the additional uncertificated securities which the subscriber has been allotted. If a lesser number of Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after statements confirming the Expiration Date and after all allocations have been conductedissuance of the uncertificated securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated accountnon-interest bearing account (interest, if any, paid on the balances in the account will accrue to the benefit of the Company). Upon delivering mailing statements confirming the issuance of uncertificated securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) The issuance of ordinary shares purchased in the rights offering will be made on [ ], 2011 (the “Issuance Date”). Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by checkwire, bank draft check or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Issuance Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Ordinary Shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Ordinary Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Ordinary Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Ordinary Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the”Remaining Rights”). Where there are sufficient Remaining Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of additional Ordinary Shares subscribed for. If the aggregate number of Ordinary Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Rights, the number of Remaining Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Rights by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Right. (c) Upon calculating the number of Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Ordinary Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Ordinary Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional Ordinary Shares which the subscriber has been allotted. If a lesser number of Ordinary Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedOrdinary Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities Ordinary Shares and refunding subscribers for additional Ordinary Shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Ordinary Shares issued sold in the Rights Offering. (f) Record Holders that reside in Israel (“Israeli Record Holders”) may elect to exercise their Rights by paying the subscription payment in U.S. dollars or in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The Israeli Rights Holders may exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in U.S. dollars or in New Israeli Shekels by bank check or wire transfer payable to the Company, all in accordance with the procedures described in the Prospectus. The Subscription Company will promptly notify the Rights Agent will not be obligated to calculate or pay interest to any holder or partyin writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the number of Rights so exercised.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Estimated aggregate Subscription Price (as defined in the Prospectus) in U.S. funds by bank check, bank draft draft, postal, telegraph or express money order payable to Registrar and Transfer Company or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable to the order of “American Stock Registrar and Transfer & Trust Company, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration DateTime, perform upon written instruction of the procedures described in subsections (b)Company, (c) mail to the appropriate address properly listed on the Rights Certificates, stock certificates representing the shares of Common Stock duly subscribed for, deliver to the Depository Trust Company shares subscribed by beneficial owners, and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date the Subscription Agent Time, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic such subscriber’s Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe fully exercise their Basic Subscription Privilege. The maximum amount of shares of Common Stock available pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Basic Subscription Privilege (the “Unsubscribed Shares”), it being understood that shares are offered for sale, and the standby purchasers, , and their affiliates are required to exercise their Basic Subscription Privilege for an aggregate of shares pursuant to Standby Purchase Agreements entered into with the Company. If there are sufficient Unsubscribed Shares at the Expiration Time to satisfy all the subscriptions of record holders exercising their Rights that can be subscribed for under the Over-Subscription Privilege, each holder shall be allotted the number of Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic SubscriptionSubscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the actual number of shares of Common Stock available to a record holder pursuant to the Over-Subscription Privilege is less than the amount that such record holder actually paid in connection with the exercise of the Over-Subscription Privilege, such record holder will be allocated only the number of Unsubscribed Shares actually avalaible to him. Unsubscribed Shares will be allocated among shareholders who over-subscribed by multiplying the number of shares requested by each shareholder through the exercise of their Over-Subscription Privileges by a fraction that equals (x) the number of shares available to be issued through Over-Subscription Privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges. (ii) To the extent the amount that a record holder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the actual number of shares of Common Stock available to such record holder pursuant to the Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional shares of Common Stock to which persons exercising their Basic or Over-Subscription Privilege would otherwise be entitled shall be rounded down to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send If a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the lesser number of Unsubscribed Shares acquired pursuant is allotted to a subscriber than the subscriber has tendered payment for, you shall remit the difference to the Basic Subscription; (ii) registered holder without interest or deduction at the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company same time as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedcertificates are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Stock Offerings shall be held by it you in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocatedAt closing, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of you hold as the aggregate Subscription Price for Shares shares issued in the to registered holder who submitted Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or partyCertificates.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” as subscription agent, the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber’s registered address on the books of the Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (dy) belowwith respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for under the Basic SubscriptionSubscription 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 (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant shares of Common Stock to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional shares of Common Stock subscribed for has been delivered, the Subscription Agent shall mail to subscribers who hold shares in book-certificated form, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book entry form form. If a lesser number of shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares of Common Stock subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon For a valid exercise of Rights to occur, the Subscription Agent’s receipt Agent must receive, by mail, hand delivery, and otherwise, prior to 5:00 P.M.p.m., New York City Denver, Colorado time, on the Expiration Date (by mail or delivery) of (i) any Subscription as defined in the Prospectus), the Rights Certificate pertaining to such Rights, which has been properly completed and endorsed for exercise, as provided in the instructions on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in for the Prospectus) in U.S. funds number of Units subscribed by personal check, bank draft certified or cashier's check, money order or wire transfer of immediately available for good funds (without deduction for bank service charges or otherwise), payable to the order of “American "Corporate Stock Transfer & Trust CompanyTransfer, LLC” the Subscription Agent shallInc., as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) belowSubscription Agent." (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following after the Expiration Date or Extended Expiration Date as the case may beDate, the Subscription Agent shall send prepare a confirmation preliminary list of the names, addresses and taxpayer identification numbers of subscribers pursuant to each Stockholder the valid exercise of Rights, which list shall be finalized by the Subscription Agent as soon as practicable thereafter. The shares of Common Stock and E Warrants comprising the Units validly subscribed for pursuant to the Rights shall be issued by the Subscription Agent, acting in its role as transfer agent and registrar for the Common Stock and E Warrants, upon receipt of written instructions from the Company. The Subscription Agent acknowledges that in its role as the Transfer Agent and Warrant Agent it has prior to the date of this Prospectus issued to Privatbank, at the request of the Company, the shares of Common Stock and Class E Warrants comprising 130,000 Units due to Privatbank. (c) Within five (5) business days after receipt of written instructions from the Company to mail the shares of Common Stock and E Warrants comprising the Units subscribed for pursuant to the Rights, the Subscription Agent shall mail certificates representing the E Warrants and Common Stock subscribed for by the holders of the Rights. The certificates shall be mailed via first class mail to the subscribers' addressee as shown on the reverse side of the Rights Certificate or, if the Shares none, then as listed on the Record Date are held Subscription Agent's register (except that the Subscription Agent shall comply with any ancillary written delivery instructions provided by Cede or any other depository or nominee, to Cede or such other depository or nomineesubscriber). The date Subscription Agent shall maintain a mail loss surety bond protecting the Company and the Subscription Agent from loss or liability arising out of non-receipt or non-delivery of such certificates. (d) No fractional Units will be issued by the Company. Any Rights Offeree who would be entitled to purchase a fractional Unit will be given the right to purchase a full Unit. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Units than the number for which they would be entitled to subscribe under the original Rights Certificate. Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be given the right to purchase a full Unit when entitled to purchase a fractional Unit and shall be entitled to exercise their Rights Certificates on behalf of the confirmation is referred beneficial owners. (e) Rights Offerees shall have the right to as subscribe for Unsubscribed Rights on a pro rata basis in proportion to the “Confirmation Date.” total number of additional Units subscribed for by all Securityholders (the "Additional Subscription Privilege") at the Subscription Price. The confirmation will show (i) Subscription Agent shall determine the number of Shares acquired Units subscribed for pursuant to the Basic Subscription; (ii) the number exercise of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price . If sufficient Units in excess of all Units subscribed for the Shares; and (iv) any additional amount payable by such Stockholder pursuant to the Company (i.e.regular exercise of Rights are available to satisfy all exercised Additional Subscription Privileges, if the Estimated Subscription Price was less than the Subscription Price on Agent shall fill all such exercised Additional Subscription Privileges as and to the Expiration Date) or any excess same extent as if pursuant to the regular exercise of Rights. To the extent, however, that sufficient Units are not available to fill all such exercised Additional Subscription Privileges, the Units which are available will be refunded allocated among those electing to additionally subscribe pro rata to the proportion of the total number of additional Units subscribed for by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on all Securityholders. Unsubscribed Rights as of the Expiration Date and may be subscribed for by those electing to exercise the Stockholder indicated Additional Subscription Privilege. To exercise the Additional Subscription Privilege, the appropriate block on the Additional Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder form must be received by completed and payment in full for additional Units must accompany the form and be submitted to the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Expiration Date. The Shares purchased pursuant to In the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional event any holder who exercises his Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after does not receive the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if anytherefor, the Subscription Agent shall promptly remit to the Company all funds received in payment of refund the Subscription Price paid for Shares issued in the Rights Offering. The Subscription Agent will Units not be obligated received, without interest, to calculate or pay interest to any such holder or partypromptly after the Expiration Date.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by checkwire, bank draft check or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Ordinary Shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Ordinary Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Ordinary Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Ordinary Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the”Remaining Rights”). Where there are sufficient Remaining Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of additional Ordinary Shares subscribed for. If the aggregate number of Ordinary Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Rights, the number of Remaining Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Rights by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Right. (c) Upon calculating the number of Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Ordinary Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Ordinary Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional Ordinary Shares which the subscriber has been allotted. If a lesser number of Ordinary Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedOrdinary Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities Ordinary Shares and refunding subscribers for additional Ordinary Shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Ordinary Shares issued sold in the Rights Offering. (f) Record Holders that reside in Israel (“Israeli Record Holders”) may elect to exercise their Rights by paying the subscription payment in U.S. dollars or in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The Israeli Rights Holders may exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in U.S. dollars or in New Israeli Shekels by bank check or wire transfer payable to the Company, all in accordance with the procedures described in the Prospectus. The Subscription Company will promptly notify the Rights Agent will not be obligated to calculate or pay interest to any holder or partyin writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the number of Rights so exercised.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City timeEastern Time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company a direct registration account statement representing the Units duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic Subscription. Subscription Right. The Units available for over-subscription will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (c) Upon calculating the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Privilege, each holder shall be allotted the number of Shares additional Units subscribed for. If the aggregate number of Units subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to which each subscriber is entitled pursuant participant in the Over-Subscription Privilege shall be determined in accordance with the following formula: · Each holder who exercises the over-subscription privilege will be allocated a percentage of the remaining Units equal to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show percentage that results from dividing (i) the number of Shares acquired pursuant to the Basic Subscription; Subscription Rights which that holder exercised by (ii) the number of SharesBasic Subscription Rights which all holders who wish to participate in the Over-Subscription Privilege exercised. Such percentage could result in the allocation of more or fewer Over-Subscription Units than the holder requested to purchase through the exercise of the over-subscription privilege. · Example A: If Unit holder A holds 2,000 subscription rights and Unit holder B holds 3,000 subscription rights, and they are the only two holders who exercise the over-subscription privilege, holder A will be allocated 40% and holder B will be allocated 60% of all remaining Depositary Receipts available. · Second, if any, acquired the allocation of remaining Units pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares formula described above in the Offering). Any additional payment required from first step would result in any holder receiving a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline greater number of Units than that holder subscribed for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription over-subscription privilege, then such holder will be delivered to subscribers in bookallocated only that number of Units for which the holder over-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedsubscribed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Shares subscribed for by all participants under the Additional Subscription Privilege. Fractional Common Shares will not be issued upon the exercise of Rights; accordingly, Rights may be exercised only in integer multiples of three, except that holders who owns fewer than three Common Shares as of the Record Date may subscribe, at the Subscription Price, for one full Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent 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 Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, wire transferor bank draft or wire transfer of immediately available funds payable (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLCLLC (acting as subscription agent for Trinity Place Holdings Inc.)” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b)) - (e) below, issue in book-entry form to the subscriber’s account on the books of the Company each Share duly subscribed for (cpursuant to the Basic Subscription Right and the Oversubscription Privilege) and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the total number of Rights Shares to which each subscriber is subscribers are entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders a holder who subscribe subscribes to all the Rights Shares that can be subscribed for under such holder’s Basic Subscription Right; provided that, MFP Partners, L.P. has waived its Oversubscription Privilege pursuant to an agreement with the Company and will not be entitled to exercise its Oversubscription Privilege. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic SubscriptionSubscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of additional Shares subscribed for, subject to the Cutback (as defined below). If the number of Remaining Shares is not sufficient to satisfy all requests for Shares under the Oversubscription Privilege, the holders who exercised their Oversubscription Privilege will be allocated such Remaining Shares in proportion to the product (rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of Shares does not exceed the Aggregate Offering Amount) obtained by multiplying the number of Shares such holder subscribed for under the Oversubscription Privilege by a fraction the numerator of which is the number of Remaining Shares and the denominator of which is the total number of Shares sought to be subscribed for under the Oversubscription Privilege by all holders participating in such Oversubscription Privilege, subject to the Cutback. Rights under the Oversubscription Privilege shall be exercised at the same time as Rights under the Basic Subscription Privilege. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Basic Subscription Right and Oversubscription Privilege (assuming payment for the additional Shares subscribed for has been delivered) and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicablepracticable (and prior to issuing any Shares to such subscribers), furnish a list of all such information to the CompanyCompany (the “Initial Subscriber Information”). (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant Notwithstanding anything herein to the Basic Subscription; (ii) the number of Sharescontrary, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon promptly as practicable after the Expiration Date and after all allocations have been conducteddelivery of the Initial Subscriber Information by the Subscription Agent to the Company, the Company, at its discretion and in consultation with its tax advisors, will determine whether any reduction in the amount of subscribed Shares is necessary or advisable in order to preserve the Company’s ability to utilize the full benefits of its net operating losses and related tax benefits (such reduction, if any, the “Cutback”). The Company will notify the Subscription Agent of any changes to the Initial Subscriber Information as promptly as practicable following such determination, and will furnish the revised list of Initial Subscriber Information, as applicable to the Subscription Agent (the “Final Subscriber Information”). In no event shall the Subscription Agent issue any Shares to subscribers, whether pursuant to the exercise of Basic Subscription Rights of the Oversubscription Privilege, prior to its receipt of the Final Subscriber Information from the Company. (e) Upon receipt of the Final Subscriber Information, the Subscription Agent shall issue in book-entry form, as contemplated in subsection (a) above, the Shares which the subscriber has been allotted. If a lesser number of Shares is allotted to a subscriber under the Oversubscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Oversubscription Privilege are mailed. (f) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by it in a segregated account. Upon delivering the securities issuing Shares in book-entry form and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Remaining Units subscribed for up to a maximum of 500,000 Remaining Units. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Basic Subscription Right and the denominator is the aggregate number of Units subscribed for under the Basic Subscription Right by all participants who are exercising their Additional Subscription Privilege. However, no holder shall be allocated more Remaining Units than such holder subscribed for. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City timeEastern Standard Time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Privilege and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe purchase all of the shares of Common Stock available to them pursuant to the Basic Subscription Privilege. 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 Privilege (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Rights that can Over-Subscription Privilege, each holder shall be allotted the number of additional shares subscribed for. If the aggregate number of shares of Common Stock subscribed for under the Basic SubscriptionOver-Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of shares requested by each shareholder through the exercise of their over-subscription privileges by a fraction that equals (x) the number of shares available to be issued through over-subscription privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their over-subscription privileges. Any fractional shares of Common Stock to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the nearest whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the additional shares of Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Sharesshares of Common Stock is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Privilege and the Additional Over-Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 10 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLCLLC as subscription agent” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, (i) with respect to subscribers who hold shares in certificated form, mail to the subscriber’s registered address on the books of the Company, or to the address provided on the reverse side of the subscriber’s Subscription Certificate, certificates representing the Shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (dii) belowwith respect to all other subscribers, note the ownership of shares purchased in book-entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to for all the Rights Shares that can be subscribed for under the Basic Subscription.Subscription Right by such holders. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for as described in the Prospectus. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares owned by that participant on the Record Date and the denominator is the aggregate number of Shares held by all participants in the Additional Subscription Privilege on the Record Date. Any fractional Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Share. AST Confidential and Proprietary Information – Version August 2015 3 (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent shall mail to subscribers who hold shares in certificated form, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book-entry form form. If a lesser number of Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date by delivering a notice of withdrawal to the Subscription Agent, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt (i) prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Subscription Price (including the amount, if any, in excess of the Estimated Subscription Price (as defined in the Prospectus“Subscription Price Deficiency”)) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Remaining Shares to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic Subscription. Where there are sufficient Remaining Shares to satisfy all additional subscriptions by Rights Holders exercising their Rights under the Over-Subscription Privilege, each Rights Holders 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 Over-Subscription Privilege shall be subject to proration. No fractional Shares will be issued pursuant to the exercise of the Rights. All fractional Shares to which Rights Holders exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole Share. (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriberRights Holder (the “Subscription Price Overage”) or the applicable Subscription Price Deficiency, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Remaining Shares acquired to which each Rights Holder is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the Remaining Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the Shares which the subscriber has been allotted. If a lesser number of SharesShares is allotted to a Rights Holder under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the applicable Subscription Price Overage to the Rights Holder without interest or deduction at the same time as certificates representing the Shares allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Over-Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities Shares and refunding subscribers Rights Holders for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 7 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by certified bank check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but not before receiving a Notice of Completion of Stockholder Vote and not until after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the Remaining Units shall be allocated pro rata among each stockholder exercising the Additional Subscription Privilege in proportion to the number of shares of Common Stock owned by such stockholder on the Record Date, relative to the number of shares owned on the record date by all stockholders exercising the Additional Subscription Privilege. If this pro rata allocation results in any stockholder receiving a greater number of Remaining Units than the stockholder subscribed for pursuant to the exercise of the Additional Subscription Privilege, then such stockholder will be allocated only that number of Remaining Units for which the stockholder oversubscribed, and the additional Remaining Units will be allocated among all other stockholders exercising the Additional Subscription Privilege on the same pro rata basis described above. The proration process shall be repeated until all Remaining Units have been allocated or all Additional Subscription Privilege requests have been satisfied. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following Upon receipt of a Notice of Completion of Stockholder Vote from the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Company and upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation will not be rounded to the next whole Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent 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 Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a non-interest bearing, segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), or Nominee Holder Certification from the Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Estimated aggregate Subscription Price (as defined in the Prospectus) in U.S. United States funds by check(x) certified check payable to Registrar and Transfer Company (drawn upon a United States bank), bank draft (y) postal, telegraphic or express money order payable to Registrar and Transfer Company, or (z) wire transfer of immediately available funds (without deduction for bank service charges or otherwise)to accounts maintained by you, payable to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration DateTime, perform upon written instruction of the procedures described in subsections (b)Company, (c) mail to the appropriate address properly listed on the Rights Certificates, stock certificates representing the shares of Common Stock duly subscribed for, deliver to the Depository Trust Company shares subscribed by beneficial owners, and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date the Subscription Agent Time, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic such subscriber’s Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe fully exercise their Basic Subscription Right. The maximum amount of shares of Common Stock available pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Unsubscribed Shares”), it being understood that shares are offered for sale. If there are sufficient Unsubscribed Shares at the Expiration Time to satisfy all the subscriptions of record holders exercising their Rights that can be subscribed for under the Over-Subscription Privilege, each holder shall be allotted the number of Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic SubscriptionSubscription Right to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the actual number of shares of Common Stock available to a record holder pursuant to the Over-Subscription Privilege is less than the amount that such record holder actually paid in connection with the exercise of the Over-Subscription Privilege, such record holder will be allocated only the number of Unsubscribed Shares actually available to him. Unsubscribed Shares will be allocated among stockholders who over-subscribed by multiplying the number of shares requested by each stockholder through the exercise of their Over-Subscription Privileges by a fraction that equals (x) the number of shares available to be issued through Over-Subscription Privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges. 2 (ii) To the extent the amount that a record holder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the actual number of shares of Common Stock available to such record holder pursuant to the Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional shares of Common Stock to which persons exercising their Basic Subscription Rights or Over-Subscription Privilege would otherwise be entitled shall be rounded down to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send If a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the lesser number of Unsubscribed Shares acquired pursuant is allotted to a subscriber than the subscriber has tendered payment for, you shall remit the difference to the Basic Subscription; (ii) registered holder without interest or deduction at the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company same time as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedcertificates are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Rights Offering shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers Rights Holders for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (ii) payment in full of the Estimated estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), (c) and (d) below, and only after receipt of the full Subscription Price therefor, mail to the Rights Holder’s registered address on the books of the Company certificates representing the shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock to which each subscriber Rights Holder is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders (i) Rights Holders who are Record Date Stockholders and subscribe to all the Rights shares that can be subscribed for under the Basic SubscriptionSubscription Right and (ii) the other Rights Holders who exercise Rights. As long as there are sufficient Remaining Shares to satisfy all additional subscriptions by Rights Holders exercising their Rights under the Over-Subscription Privilege, all of such Rights Holders shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of shares subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Shares, the Remaining Shares shall be allotted to the participants in the Over-Subscription Privilege as follows: First, to the participants in the Over-Subscription Privilege who were Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of shares of Common Stock held by such participants on the Record Date; and, second, to the participants in the Over-Subscription Privilege who were not Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Rights held by such participants on the Expiration Date; provided, however, that if this allocation results in any participant being allocated a greater number of shares than such participant subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such participant shall be allocated only such number of shares pursuant to the Over-Subscription Privilege as such participant subscribed for. No fractional shares of Common Stock will be issued pursuant to the exercise of the Rights. (c) Upon calculating the number of Shares shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid overpaid or overpaidunderpaid, if any, by each subscriberRights Holder, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each Rights Holder is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and subject to payment of the full Subscription Price for the additional subscribed shares being received by you, you shall mail, as contemplated in subsection (iia) above, the certificates representing the additional shares which the Rights Holder has been allotted. If a lesser number of Sharesshares is allotted to a Rights Holder under the Over-Subscription Privilege than the Rights Holder has tendered payment for, if any, acquired you shall remit the difference to the Rights Holder without interest or deduction at the same time as certificates representing the shares allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities shares and refunding subscribers Rights Holders for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds dollar by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer Transfer& Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be in proportion to the number of Units that such subscriber purchased by exercising their Basic Subscription Rights. If there is an allocation of the Remaining Units in which a subscriber would receive an allocation of a greater number of Units than subscribed for under the Additional Subscription Privilege, then you will allocate to such subscriber only the number of Additional Units for which they subscribed. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City Eastern Standard time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b)) through (e) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each share of Common Stock duly subscribed for (cpursuant to the Subscription Right and the Additional Subscription Privilege) and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Stock that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed. If the aggregate number of shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share. (c) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following Upon receiving the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received list generated by the Subscription Agent prior to 5:00 p.m.in (c) above, New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent may within ten (10) business days after of receiving the Confirmation Datelist direct the Subscription Agent not to full the Additional Subscription Privilege of any subscriber, in whole or part, at the Company’s sole discretion. The Shares purchased pursuant Subscription Agent shall return the subscription payment made by a subscriber relating to the Basic portion of the Additional Subscription will be delivered Privilege of the subscriber that was rejected by the Company. (e) Upon calculating the number of shares to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered to subscribers (and not rejected by the Company as set forth in book-entry form as soon as practicable after the Expiration Date (d) above) and after all allocations have payment for the additional shares subscribed for has been conducteddelivered, the Subscription Agent 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 shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (ef) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Basic Subscription Privilege and the denominator is the aggregate number of Units subscribed for by all participants under the Basic Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 Paragraph 6 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or draft, wire transfer of immediately available funds or money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Interwest Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the total number of Rights to which each subscriber is entitled pursuant to shares that are available for the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOver-subscription Privilege. The Additional Subscription Over-subscription Privilege may only be exercised by holders who subscribe to all the Rights shares that can be subscribed for under the Basic SubscriptionSubscription Right. The shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (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 shall be allotted the number of Additional Shares subscribed for. If the aggregate number of 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 Over-subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is ownership of shares of each participant in the Over-subscription Privilege round and the denominator is the total ownership of all stockholders participating in the Over-subscription Privilege round. Any fractional share to which persons exercising their Over-subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share. (c) As soon as is practicable after the Expiration Date you shall provide the Company with a report (the “Over-subscription Report”) that sets forth (i) the total number of shares subscribed for, (ii) the total number of shares not subscribed for, (iii) the aggregate Over-subscription Privilege exercised by their shareholders, (iv) a list of the shareholders exercising the Over-subscription Privilege, (v) the number of shares subscribed for by each shareholder pursuant to their exercise of the Over-subscription Privilege, (vi) the amount of funds tendered by each shareholder with respect to their exercise of the Over-subscription Privilege, (vii) a column next to each shareholder’s name for the Company to fill in the number of shares to be issued to each shareholder pursuant to the exercise of the Over-subscription Privilege, and (viii) a column indicating the amount, if any, to be refunded to each shareholder who exercised the Over-subscription Privilege. Based on the foregoing, and after the Company has completed the Over-subscription Report as required by the immediately preceding sentence, you will issue the requisite number of shares pursuant to the Over-subscription Privilege as well as provide all refunds, if any and as appropriate. (d) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Subscription Over-subscription Privilege and assuming payment for the amount underpaid or overpaidadditional shares subscribed for has been delivered, if anyyou shall mail, by each subscriberas contemplated in subparagraph (a) above, the Subscription Agent shallcertificates representing the additional securities which the subscriber has been allotted. If a lesser number of shares is allotted to a subscriber under the Over-subscription Privilege than the subscriber has tendered payment for, as soon as practicable, furnish a list of all such information you shall remit the difference to the Company. (d) Within five (5) business days following subscriber by check without interest or deduction at the Expiration Date or Extended Expiration Date same time as certificates representing the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired securities allotted pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Over-subscription Privilege shall be held by it you in a segregated account. You shall invest and reinvest such funds in your [Time Deposit Open Account or, if directed by the Company, a money market fund which has been placed in its highest rating category by Standard & Poors or ▇▇▇▇▇'▇. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay Offering (together with all interest to any holder or partyearned thereon).

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereofbelow), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds draft, money order payable at par (without deduction for bank service charges or otherwise), payable ) or wire transfer of immediately available funds to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration DateTime, perform mail to the procedures described in subsections (b), (c) subscriber’s registered address on the books of the Company certificates representing the shares of Common Stock duly subscribed for and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date the Subscription Agent Time, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic such subscriber’s Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe fully exercise their Basic Subscription Privilege. The maximum amount of shares of Common Stock available pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Over-Subscription Privilege, it being understood that Tontine Capital Partners, L.P. (“Tontine”) is required to exercise its Basic Subscription Privilege pursuant to a Standby Purchase Agreement entered into with the Company (the “Unsubscribed Shares”). If there are sufficient Unsubscribed Shares at the Expiration Time to satisfy all the subscriptions of record holders exercising their Rights that can be subscribed for under the Over-Subscription Privilege, each holder shall be allotted the number of Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic SubscriptionSubscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the maximum number of shares of Common Stock available to a record holder pursuant to its Oversubscription Privilege is less than the amount that such record holder actually paid in connection with the exercise of its Over-Subscription Privilege, such record holder will be allocated a number of Unsubscribed Shares equal to the product of (A) the total number of Unsubscribed Shares, multiplied by (B) a fraction, the dominator of which is (x) the number of Rights distributed to such record holder and the denominator of which is (y) 61,266,314 multiplied by (C) 0.50. (ii) To the extent the amount that a record holder actually paid in connection with the exercise of its Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of shares of Common Stock available to such record holder pursuant to its Oversubscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional shares of Common Stock to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Unsubscribed Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the Unsubscribed Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the Unsubscribed Shares allotted to such subscriber. If a lesser number of SharesUnsubscribed Shares is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the Unsubscribed Shares allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Rights Offering shall be held by it you in a segregated account. Upon delivering mailing of certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery, including electronic delivery through the facilities of the DTC) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company (or such other address as the subscriber may request in his or her properly completed Subscription Certificate) certificates representing the Common Share duly subscribed for and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscriptionentitled. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following If a lesser number of Common Shares is allotted to a subscriber than the Expiration Date or Extended Expiration Date as the case may besubscriber has tendered payment for, the Subscription Agent shall send a confirmation to each Stockholder (or, if remit the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant difference to the Basic Subscription; (ii) subscriber without interest or deduction at the number of Shares, if any, acquired pursuant to same time as certificates representing the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Common Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedallotted are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities Common Shares and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) 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 receipt of notice from the Company of such withdrawal, cancellation or termination, liquidate the segregated account in which the monies were held as promptly as practicable and remit to each subscribing Record Holder the funds tendered by such holder upon exercise of his or her Rights. For the avoidance of doubt, Section 12 below shall apply irrespective of any withdrawal, cancellation or termination pursuant to this Section 5.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated aggregate Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or draft, wire transfer of immediately available funds or money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the shares duly subscribed for (pursuant to the Basic Subscription Right and (dthe Oversubscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the total number of Rights to which each subscriber is entitled pursuant to shares that are available for the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Rights shares that can be subscribed for under the Basic SubscriptionSubscription Right. The shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Oversubscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is ownership of shares of each participant in the Oversubscription Privilege round and the denominator is the total ownership of all stockholders participating in the Oversubscription Privilege round. Any fractional share to which persons exercising their Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share. (c) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each subscriber is entitled pursuant to the Basic Subscription; Oversubscription Privilege and assuming payment for the additional shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Sharesshares is allotted to a subscriber under the Oversubscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Oversubscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on in accordance with the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined terms set forth in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company statements confirming the issuance of the uncertificated securities underlying each New Share duly subscribed for (pursuant to the Primary Subscription and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of New Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Over-Subscription Privilege may only be exercised as set forth in the Prospectus. New Shares pursuant to the Over-Subscription Privilege may be issued as set forth in the Prospectus. (c) Upon calculating the proration of New Shares to which each subscriber is entitled pursuant to the Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information the proration to the CompanyCompany for review and approval. (d) Within five (5) business days following Upon calculating the Expiration Date or Extended Expiration Date as number of New Shares to which each subscriber is entitled pursuant to the case may beOver-Subscription Privilege and assuming payment for the additional New Shares subscribed for has been delivered, the Subscription Agent shall send a confirmation to each Stockholder mail, as contemplated in subsection (ora) above, if the Shares on statements confirming the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date issuance of the confirmation is referred to as additional uncertificated securities which the “Confirmation Date.” The confirmation will show (i) the subscriber has been allotted. If a lesser number of New Shares acquired is allotted to a subscriber under the Over- Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as statements confirming the issuance of the uncertificated securities allotted pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Primary Subscription and the Additional Over-Subscription Privilege shall be held by it in a segregated accountaccount (interest, if any, paid on the balances in the account will accrue to the benefit of the Company). Upon delivering mailing statements confirming the issuance of uncertificated securities and refunding subscribers for additional New Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for New Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail mail, hand or overnight delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, certified check, cashier's check, or bank draft drawn upon a U.S. bank or wire transfer of immediately available funds a U.S. postal money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the shares of Common Stock underlying each whole Right duly subscribed for (pursuant to the Basic Subscription Privilege and (dthe Oversubscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription Oversubscription Privilege and subject to the Additional Subscription Privilege in the manner provided for in the Prospectuslimits thereon. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to purchase all of the Rights shares of Common Stock that can be subscribed for under their Basic Subscription Privilege. The shares of Common Stock available for purchase under the Oversubscription Privilege will be those that have not been subscribed and paid for pursuant to the Basic SubscriptionSubscription Privilege (the "Remaining Shares"). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of additional shares of Common Stock subscribed for, subject to the limit on the holder's Oversubscription Privilege. If the aggregate number of shares of Common Stock subscribed for under the Oversubscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Privilege, subject to the limit on the holder's Oversubscription Privilege, shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares of Common Stock duly subscribed for by that participant under the Oversubscription Privilege and the denominator is the aggregate number of additional shares of Common Stock duly subscribed for by all participants under the Oversubscription Privilege. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription; Oversubscription Privilege and assuming payment for the additional shares of Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional shares of Common Stock which the subscriber has been allotted. If a lesser number of Sharesshares of Common Stock is allotted to a subscriber under the Oversubscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the shares of Common Stock allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Oversubscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Privilege and the Additional Subscription Oversubscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities shares of Common Stock purchased in the Rights Offering and refunding to subscribers any funds delivered for additional Shares shares of Common Stock subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares of Common Stock sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail First Class Mail or deliveryby Notice of Guaranteed Delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent 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 Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded arithmetically to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent shall mail to subscribers who hold shares in certificated form, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of Shares purchased in book-entry form form. If a lesser number of Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date by delivering a notice of withdrawal to the Subscription Agent, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), below) or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds draft, money order payable at par (without deduction for bank service charges or otherwise), payable ) or wire transfer of immediately available funds to the order of “American Stock Registrar and Transfer & Trust Company, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration DateTime, perform mail to the procedures described in subsections (b)subscriber’s registered address on the books of the Company or to the subscriber’s nominee, (c) as applicable, certificates representing the shares of Common Stock duly subscribed for and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date the Subscription Agent Time, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic such subscriber’s Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe fully exercise their Basic Subscription Privilege. The maximum amount of shares of Common Stock available pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Over-Subscription Privilege (the “Unsubscribed Shares”), it being understood that ▇▇▇▇▇▇▇▇ ▇. Been and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III are required to exercise their Basic Subscription Privilege pursuant to Standby Purchase Agreements entered into with the Company. If there are sufficient Unsubscribed Shares at the Expiration Time to satisfy all the subscriptions of record holders exercising their Rights that can be subscribed for under the Over-Subscription Privilege, each holder shall be allotted the number of Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic SubscriptionSubscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the maximum number of shares of Common Stock available to a record holder pursuant to its Over-Subscription Privilege is less than the amount that such record holder actually paid in connection with the exercise of its Over-Subscription Privilege, such record holder will be allocated a number of Unsubscribed Shares equal to the product of (A) the total number of Unsubscribed Shares, multiplied by (B) a fraction, the dominator of which is (x) the number of Rights distributed to such record holder and the denominator of which is (y) 18,915,078. (ii) To the extent the amount that a record holder actually paid in connection with the exercise of its Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of shares of Common Stock available to such record holder pursuant to its Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional shares of Common Stock to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Unsubscribed Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for the Unsubscribed Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the Unsubscribed Shares allotted to such subscriber. If a lesser number of SharesUnsubscribed Shares is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the Unsubscribed Shares allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Rights Offering shall be held by it you in a segregated account. Upon delivering mailing of certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft cashier’s or wire transfer of immediately available funds certified check (without deduction for bank service charges or otherwise), ) payable to the order of “American Stock Transfer & Trust CompanyCompany or by wire transfer of immediately available funds to the subscription account maintained by you for use in the Rights Offering, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration DateTime, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Shares underlying each Right duly subscribed for (pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) (dor credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Time, but in any event not later than the Subscription Agent third business day following the Expiration Time, you shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Over-Subscription Privilege may be exercised only by Eligible Holders who have subscribed for and purchased all of the Shares for which they are entitled to subscribe pursuant to the Basic Subscription Privilege and only up to the number of Shares for which such Eligible Holders subscribed under their respective Basic Subscription Privilege. The Shares available for subscription under the Over-Subscription Privilege will be those that have not been subscribed and paid for pursuant to the Basic Subscription Privilege (collectively, the “Remaining Shares”). If there are sufficient Remaining Shares to satisfy all additional subscriptions by Eligible Holders exercising their respective rights under the Over-Subscription Privilege, each such Eligible Holder shall be allotted the number of Remaining Shares for which he subscribed (up to the number of Shares for which such Eligible Holder subscribed under his Basic Subscription Privilege). If the aggregate number of 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 Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares subscribed for by that participant under the Over-Subscription Privilege and the denominator is the aggregate number of Shares subscribed for by all participants under the Over-Subscription Privilege. Any fractional Share to which participants exercising rights under the Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Share. (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Remaining Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for such Shares has been delivered, you shall, as contemplated in subparagraph (iia) above, mail certificates representing such Shares which each such subscriber has been allotted (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for). If a lesser number of SharesRemaining Shares is allotted to a subscriber under the Over-Subscription Privilege than that for which such subscriber has tendered payment, if any, acquired you shall remit the difference to such subscriber without interest or deduction at the same time as certificates representing the Shares allotted pursuant to the Additional Over-Subscription Privilege; Privilege are mailed (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedaccounts are credited). (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Privilege and the Additional Over- Subscription Privilege shall be held by it you in a segregated account. Upon delivering Promptly after expiration of the securities Rights Offering and refunding subscribers for additional Shares subscribed for but not allocatedafter all pro rata allocations and adjustments have been completed and confirmed by the Company, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for all Shares issued sold in the Rights Offering. The Subscription Agent will Offering and you shall refund payments to subscribers for Shares subscribed for but not be obligated to calculate or pay interest to any holder or partyallocated (if any).

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the AST Confidential and Proprietary Information – Version 2016 Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated segregated, non- interest-bearing account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Fund certificates representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Fund. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Unsubscribed Common Shares”). Where there are sufficient Unsubscribed Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Unsubscribed Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Unsubscribed Common Shares, the Unsubscribed Common Shares will be allocated to subscribers who have exercised all of their Rights in accordance with their Additional Subscription Privilege request. If there are not enough Unsubscribed Common Shares to fully satisfy all Additional Subscription Privilege requests by subscribers pursuant to the immediately preceding sentence, the number of Unsubscribed Common Shares allotted to each participant in the Additional Subscription Privilege will be in proportion, not to the number of Common Shares requested pursuant to the Additional Subscription Privileged, but to the number of Rights exercised by them under their Basic Subscription Rights; provided, however, that no subscriber shall be allocated a greater number of Unsubscribed Common Shares than such subscriber paid for. The formula to be used in allocating the Unsubscribed Common Shares in the immediately preceding sentence shall be as follows: (Rights exercised by additional subscribing subscriber divided by total Rights exercised by all subscribers exercising the Additional Subscription Privilege) multiplied by Unsubscribed Common Shares remaining. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent 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 Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares of Common Stock owned by that participant on the Record Date and the denominator is the aggregate number of shares of Common Stock owned by all participants duly exercising their Additional Subscription Privilege. If this pro-rata allocation results in any participants receiving a greater number of Shares than the participant subscribed for pursuant to the exercise of the Additional Subscription Privilege, then such participant will be allocated only that number of Shares for which such participant oversubscribed, and any then-Remaining Shares will be allocated among all other participants duly exercising their Additional Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Remaining Shares have been allocated. Any fractional Share to which persons exercising their Rights would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent 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 Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Fund certificates, if any, representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Fund. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each eligible subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who were holders of Common Shares as of the Record Date and who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Common Units to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Unit. (c) Upon calculating the number of Shares Common Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent shall mail, as contemplated in subsection (a) above, the certificates, if any, representing the additional securities which the subscriber has been allotted. If a lesser number of Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) Notwithstanding anything to the contrary herein, the Subscription Agent shall from time to time prior to the Expiration Date offer to the dealer manager for the offering (the “Dealer Manager”) Rights which the holders thereof have tendered to the Subscription Agent for sale and to facilitate the exercise of Rights acquired by the Dealer Manager at its option on one or more dates, which are expected to be prior to the Expiration Date, at the subscription price set forth in the Prospectus (which may be different from the Subscription Price), in each case in accordance with the Prospectus.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Shares duly subscribed for and any excess payment made by such subscriber over the Subscription Price (dpursuant to the Basic Subscription Right and the Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right plus, if this Company so elects, up to an additional 263,117 Shares (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional Shares which the subscriber has been allotted. If a lesser number of Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber with interest actually accrued at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedShares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities Shares and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon As soon as practicable following the Subscription Agent’s 's receipt on or prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription each Rights Certificate completed and endorsed for exercise, as provided on in accordance with the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), accompanying instructions and (ii) payment in full of the Estimated applicable aggregate Subscription Price (as defined in accordance with the instructions provided in the Prospectus) in U.S. funds by checkSubscription Documents, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the total number of Rights to which each subscriber is entitled Shares issuable pursuant to the exercise of such Rights. If, following the Expiration Time, after calculating the aggregate number of Shares issuable upon the exercise of the Basic Subscription Privilege, the number of Unsubscribed Shares is sufficient to satisfy all additional subscriptions by holders exercising their Oversubscription Privilege (the "Oversubscription Holders"), each such Oversubscription Holder shall be issued such additional number of Shares subscribed for. If the number of Unsubscribed Shares is not sufficient to satisfy all requests for Shares under the Oversubscription Privilege, the number of Unsubscribed Shares to be issued to the Oversubscription Holders will be allocated in proportion to the product obtained by multiplying (i) the number of Shares such holder subscribed for pursuant to its Oversubscription Privilege by (ii) a fraction, the numerator of which is the number of Unsubscribed Shares and the Additional Subscription Privilege in denominator of which is the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be total number of Shares subscribed for under the Basic Subscription. (c) Oversubscription Privilege by all Oversubscription Holders. Upon calculating the total number of Shares to which each subscriber is entitled issuable pursuant to the Additional Subscription Privilege exercise of Rights (including under the Oversubscription Privilege) and the any amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, shall furnish a list of all such information to the Company. Company (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee"Subscriber Information"). The date of Company shall review such Subscriber Information and provide confirmation authorizing the confirmation is referred Agent to as issue the “Confirmation Date.” The confirmation will show (i) Shares. Upon the number of Company's authorization, the Agent shall issue the Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers participating Eligible Holders in book-entry form form. If any participating Eligible Holder has overpaid for its Shares, the Agent shall remit such overpayment without interest or deduction at the same time as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) certificates. Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it the Agent in a segregated account. Upon delivering issuing the securities Shares and refunding subscribers for additional Shares subscribed for but not allocated, if anyremitting any overpayments, the Subscription Agent shall promptly remit to the Company all funds received in payment of the aggregate Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail mail, facsimile or delivery) as Subscription Agent of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of in the Subscription Certificate (except as provided in Section 9 paragraph 6 hereof), and (ii) payment in full of the Estimated subscription price set forth on the cover page of the Prospectus for the shares of Common Stock subscribed for (the "Subscription Price (as defined in the ProspectusPrice") in U.S. funds (i) by personal check, certified or cashier's check, bank draft or wire transfer of immediately available funds a postal, telegraphic or express money order payable at par (without deduction for bank service charges or otherwise)) to you, payable to "AS SUBSCRIPTION AGENT"; (ii) or wire transfer of immediately available funds; or (iii) an alternative payment method arranged by you and approved by the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform Date but after performing the procedures described in subsections subparagraphs (b), ) and (c) below (which is anticipated to be the twelfth business day thereafter) mail to the subscriber's registered addresses on the books of the Company the shares of Common Stock for the Rights duly exercised (pursuant to the Basic Subscription Privilege and (dthe Over-subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares to which each subscriber is entitled to receive pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOver-subscription Privilege. The Additional Subscription Over-subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for by them under the Basic SubscriptionSubscription 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 (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 shall be allotted the number of additional shares subscribed for. If the aggregate number of shares subscribed for under the Over-subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares initially allotted to each participant in the Over-subscription Privilege shall be the lesser of (i) the number of shares which that participant has subscribed for under the Over-subscription Privilege and (ii) the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares subscribed for by the participant under the Basic Subscription Right and the denominator is the aggregate number of shares subscribed for under the Basic Subscription Privilege. If after the initial allotment there are still Remaining Shares and holders of Rights whose exercise of the Over-subscription Privilege has not been fully satisfied, such Remaining Shares shall be allocated (one or more time as necessary) in accordance with the foregoing principal until all available Remaining Shares have been allocated. Any fractional share to which persons exercising their Over-subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole share. (c) Upon calculating the number of Shares shares to which each subscriber is entitled pursuant to the Additional Subscription Over-subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, (i) furnish a list of all such information to the CompanyCompany and (ii) inform holders of Subscription Certificates who participated in the Over-subscription Privilege of the number of additional shares, if any, allotted to them. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired shares to which each subscriber is entitled pursuant to the Basic Subscription; Over-subscription Privilege and assuming payment for the additional shares subscribed for has been delivered, you shall mail to the subscriber's registered address on the books of the Company the additional shares the subscriber has been allotted as contemplated in subparagraph (iia) the above. If a lesser number of Sharesshares is allotted to a subscriber under the Over-subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the shares allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent You shall promptly remit to remit, after expiration of the Company Rights Offering and issuance of certificates for the shares subscribed for, all funds received in payment of the Subscription Price under the Basic Subscription Right to the Company. Funds received by you pursuant to the Over-subscription Privilege shall be held by you in a segregated interest-bearing account pending allocation of shares issued pursuant to the Over-subscription Privilege. Upon mailing certificates representing the shares and refunding subscribers' funds for Shares issued additional shares subscribed for but not allotted, if any, you shall promptly remit all funds received in payment of the Rights Offering. The Subscription Agent will not be obligated Price under the Over-subscription Privilege to calculate or pay interest to any holder or partythe Company.

Subscription Procedure. (a) Upon Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Subscription Agent’s receipt Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 P.M., New York City time, on _________, 2005 (or on a later trading date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or delivery) of Date”), (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in Section 9 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Estimated Subscription Price (as defined for each Right being exercised in U.S. Dollars by wire transfer or by check drawn on a bank located in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), United States payable to the order of “American Stock Transfer & Trust Company, LLC” as Rights Agent.” (b) Upon the Subscription proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant provide to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to Company a summary of all the Rights that can be subscribed for under the Basic Subscription. (cexercises made in accordance with subparagraph 5(a) Upon calculating the number of Shares to hereof, which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent summary shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show set forth (i) the number name and address of Shares acquired pursuant to the Basic Subscription; Rights Holder that exercised the Rights, (ii) the number of SharesRights exercised by each such Rights Holder, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; Subscription Price paid by such Rights Holder and (iviii) any additional the number and principal amount payable of Debentures issued to such Rights Holder. (c) The TASE Nominee and other Israeli Rights Holders may elect to exercise their Rights by such Stockholder paying the subscription payment in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The TASE Nominee and/or these Israeli Rights Holders (as the case may be) shall exercise their Rights by delivery directly to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess prior to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the Stockholder indicated on number of Rights so exercised. The authentication and issuance of the Subscription Certificate that such excess not Debentures to the Israeli Rights Holders who exercised their Rights directly through the Company shall be treated effectuated by the Company and BONY as a request by the Stockholder Debenture registrar under the Indenture. (d) Each Right may be exercised to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by purchase One Hundred (100) U.S. Dollar denominated Debentures at the Subscription Agent prior Price. Debentures shall be issued only in one or more multiples of $100.00, but each Debenture is of $1.00 principal amount. Rights Holders, such as banks, securities dealers and brokers, who receive Rights through the Depository Trust Company as nominees for one or more beneficial owners shall be entitled to 5:00 p.m.exercise their Rights Certificates on behalf of the beneficial owners. (e) To the extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege such outstanding Rights Certificates shall be held by it in a segregated account. Upon delivering the securities automatically deemed cancelled and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or partyno further force and effect.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in multiplied by the Prospectus) number of shares of Common Stock subscribed for in U.S. funds by check, wire transfer, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust CompanyNational City Bank, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant mail to the Basic Subscription and applicable subscriber’s registered address on the Additional Subscription Privilege in books of the manner provided for in Company, a stock certificate(s) representing the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be shares of Common Stock subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (db) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held Funds received by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired you pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price Rights Offering shall be held by you in a segregated interest-bearing account for the Shares; and (iv) any additional amount payable by such Stockholder to which the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess shall be entitled to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering)all accrued interest. Any additional payment required from a Stockholder must be received by the Subscription Agent prior Prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) fourth business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after day following the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege Date, you shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. (c) You acknowledge that two of the Company’s shareholders, Tontine Capital Partners, L.P. and its affiliate, Tontine Capital Overseas Master Fund, L.P. (collectively, “Tontine Capital”), are participating in the Rights Offering pursuant to a Standby Purchase Agreement, dated March 10, 2008, as amended (the “Standby Purchase Agreement”), through a private placement, pursuant to which Tontine Capital has agreed to purchase an aggregate of 895,007 shares of the Company’s Common Stock, representing Tontine Capital’s pro rata portion of the total 1,850,000 shares to be offered in the Rights Offering, at the same $7.00 Subscription Price per share. The Furthermore, if any Rights remain unexercised after the close of the Rights Offering, Tontine Capital has agreed, pursuant to the Standby Purchase Agreement and subject to certain conditions and limitations, to purchase all of the shares of the Company’s Common Stock not subscribed for in the Rights Offering by the Company’s other shareholders at a price per share equal to the Subscription Agent Price. All payments for shares purchased by Tontine Capital will not be obligated made directly to calculate or pay interest the Company. You agree to any holder or partydeliver stock certificate(s) representing the total number of shares of Common Stock subscribed for by Tontine Capital in the manner and at the time directed by the Company.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) and (d) below, furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Remaining Common Shares subscribed for. To the extent sufficient Common Shares are not available to fulfill all over-subscription requests, Remaining Common Shares will be allocated pro rata among those Record Date Shareholders who over-subscribe based on the number of Rights issued to them by the Fund. The allocation process may involve a series of allocations in order to assure that the total number of Common Shares available for over-subscriptions is distributed on a pro rata basis. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares held by that participant on the Record Date and the denominator is the total Record Date position of all persons participating in the Additional Subscription Privilege. Any fractional Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may beIf, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the Remaining Common Shares subscribed for has been delivered, a lesser number of Common Shares is allotted to subscribers in book-entry form as soon as practicable after a subscriber under the Expiration Date and after all allocations have been conductedAdditional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Remaining Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust CompanyFBO USA Technologies, LLC” the Subscription Agent shallInc., you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), (c) and (d) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and the Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights shares of Common Stock and Warrants to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock and Warrants that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Stock and Warrants available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the ”Remaining Securities”). Where there are sufficient Remaining Securities to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Privilege, each holder shall be allotted the number of Additional Securities subscribed for. If the aggregate number of shares of Common Stock and Warrants subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Securities, the number of Remaining Securities allotted to each participant in the Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Securities by a fraction of which the numerator is the number of Remaining Securities subscribed for by that participant under the Over-Subscription Privilege and the denominator is the aggregate number of Remaining Securities subscribed for by all participants under the Over-Subscription Privilege. Any fractional Remaining Securities to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share of Common Stock or Warrant. (c) Upon calculating the number of Shares Remaining Securities to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired Remaining Securities to which each subscriber is entitled pursuant to the Basic Subscription; Over -Subscription Privilege and assuming payment for the additional Remaining Securities subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of SharesRemaining Securities is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Over- Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares securities subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares of Common Stock and Warrants sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in multiplied by the Prospectus) number of shares of Common Stock subscribed for in U.S. funds by check, wire transfer, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust CompanyNational City Bank, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant mail to the Basic Subscription and applicable subscriber’s registered address on the Additional Subscription Privilege in books of the manner provided for in Company, a stock certificate(s) representing the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be shares of Common Stock subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (eb) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Rights Offering shall be held by it you in a segregated accountinterest-bearing account for which the Company shall be entitled to all accrued interest. Upon delivering mailing a stock certificate(s) representing the securities and refunding subscribers for additional Shares shares of Common Stock subscribed for but not allocatedfor, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. (c) You acknowledge that two of the Company’s shareholders, Tontine Capital Partners, L.P. and its affiliate, Tontine Capital Overseas Master Fund, L.P. (collectively, “Tontine Capital”), are participating in the Rights Offering pursuant to a Standby Purchase Agreement, dated September 17, 2007 (the “Standby Purchase Agreement”), through a private placement, pursuant to which Tontine Capital has agreed to purchase an aggregate of 509,366 shares of the Company’s Common Stock, representing Tontine Capital’s pro rata portion of the total 1,333,333 shares to be offered in the Rights Offering, at the same $11.25 Subscription Price per share. The Furthermore, if any Rights remain unexercised after the close of the Rights Offering, Tontine Capital has agreed, pursuant to the Standby Purchase Agreement and subject to certain conditions and limitations, to purchase all of the shares of the Company’s Common Stock not subscribed for in the Rights Offering by the Company’s other shareholders at a price per share equal to the Subscription Agent Price. All payments for shares purchased by Tontine Capital will not be obligated made directly to calculate or pay interest the Company. You agree to any holder or partydeliver stock certificate(s) representing the total number of shares of Common Stock subscribed for by Tontine Capital in the manner and at the time directed by the Company.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Remaining Units subscribed for up to a maximum of 500,000 Remaining Units. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Basic Subscription Right and the denominator is the aggregate number of Units subscribed for under the Basic Subscription Right by all participants who are exercising their Additional Subscription Privilege. However, no holder shall be allocated more Remaining Units than such holder subscribed for. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), below) or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft (drawn upon a U.S. bank) or wire transfer of immediately available funds (without deduction for bank service charges or otherwise)to an account maintained by you, payable to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent you shall, as soon as practicable after the Expiration DateTime, perform mail to the procedures described in subsections (b)subscriber’s registered address on the books of the Company or to the subscriber’s nominee, (c) as applicable, certificates representing the shares of Common Stock duly subscribed for and (d) belowfurnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date the Subscription Agent Time, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic such subscriber’s Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe fully exercise their Basic Subscription Right. The maximum amount of shares of Common Stock available pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Over-Subscription Privilege (the “Unsubscribed Shares”). If there are sufficient Unsubscribed Shares at the Expiration Time to satisfy all subscriptions of record holders exercising their Rights under the Rights that can be Over-Subscription Privilege, we will seek to honor each holder’s Over-Subscription Privilege requests in full at the Subscription Price. If, however, Over-Subscription Privilege requests exceed the number of shares of common stock available, we will allocate the Unsubscribed Shares as follows: (i) Pro rata among subscribers exercising their Over-Subscription Privilege in proportion to the number of shares of Common Stock owned by such shareholder on the Record Date, relative to the number of shares owned on the Record Date by all subscribers exercising the Over-Subscription Privilege. (ii) If this pro rata allocation results in any shareholder receiving a greater number of shares of Common Stock than the shareholder subscribed for under pursuant to the Basic Subscriptionexercise of the Over-Subscription Privilege, then such shareholder will be allocated only that number of shares for which the shareholder oversubscribed, and the remaining shares of Common Stock will be allocated among all other shareholders exercising the Over-Subscription Privilege on the same pro rata basis described in Section 4(b)(i) above. (iii) The proration process will be repeated until all shares of Common Stock have been allocated. Any fractional shares of Common Stock to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Unsubscribed Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Over-Subscription Privilege; (iii) the per Share Privilege and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full assuming payment for the Unsubscribed Shares subscribed for has been received and cleared. The delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the Unsubscribed Shares purchased pursuant allotted to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedsuch subscriber. (e) If a lesser number of Unsubscribed Shares is allotted to a subscriber under the Over-Subscription Privilege than the subscriber paid or the Subscription Price of the actual number of Unsubscribed Shares available is less than the amount the subscriber actually paid, you shall remit the difference to the subscriber, without interest or penalty, at the same time as certificates representing the Unsubscribed Shares allotted pursuant to the Over-Subscription Privilege are mailed. (f) To the extent the amount a subscriber actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available, the subscriber will be allocated the number of Unsubscribed Shares for which such subscriber actually paid in connection with the Over-Subscription Privilege. (g) Funds received by the Subscription Agent you pursuant to the Basic Subscription and the Additional Subscription Privilege Rights Offering shall be held by it you in a segregated account. Upon delivering mailing of certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued shares sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M., New York City time, on the Expiration Date Time (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft cashier’s or wire transfer of immediately available funds certified check (without deduction for bank service charges or otherwise), ) payable to the order of “American Stock Transfer & Trust CompanyCompany or by wire transfer of immediately available funds to the subscription account maintained by you for use in the Rights Offering, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration DateTime, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the Shares underlying each Right duly subscribed for (pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) (dor credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Time, but in any event not later than the Subscription Agent third business day following the Expiration Time, you shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Over-Subscription Privilege may be exercised only by Eligible Holders who have (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Remaining Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over-Subscription Privilege and assuming payment for such Shares has been delivered, you shall, as contemplated in subparagraph (iia) above, mail certificates representing such Shares which each such subscriber has been allotted (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for). If a lesser number of SharesRemaining Shares is allotted to a subscriber under the Over-Subscription Privilege than that for which such subscriber has tendered payment, if any, acquired you shall remit the difference to such subscriber without interest or deduction at the same time as certificates representing the Shares allotted pursuant to the Additional Over-Subscription Privilege; Privilege are mailed (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedaccounts are credited). (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Privilege and the Additional Over- Subscription Privilege shall be held by it you in a segregated account. Upon delivering Promptly after expiration of the securities Rights Offering and refunding subscribers for additional Shares subscribed for but not allocatedafter all pro rata allocations and adjustments have been completed and confirmed by the Company, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for all Shares issued sold in the Rights Offering. The Subscription Agent will Offering and you shall refund payments to subscribers for Shares subscribed for but not be obligated to calculate or pay interest to any holder or partyallocated (if any).

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to [5:00 P.M., New York City time], on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” as subscription agent, the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber’s registered address on the books of the Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (dy) belowwith respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for under the Basic SubscriptionSubscription 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 (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant shares of Common Stock to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional shares of Common Stock subscribed for has been delivered, the Subscription Agent shall mail to subscribers who hold shares in book-certificated form, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book entry form form. If a lesser number of shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares of Common Stock subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Fund certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Fund. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft check or wire transfer of immediately available funds at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for under the Basic SubscriptionSubscription 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 (the “Remaining Common Stock”). Where there is sufficient Remaining Common Stock to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Stock subscribed for. If the aggregate number of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Stock, the number of Remaining Common Stock allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Stock by a fraction of which the numerator is the number of shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Stock subscribed for by all participants under the Additional Subscription Privilege. Any fractional share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the nearest whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant shares of Common Stock to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional shares of Common Stock subscribed for has been delivered, the Subscription Agent 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 shares of Common Stock is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares of Common Stock subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 12 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” as subscription agent, the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber’s registered address on the books of the Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (dy) belowwith respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book-entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights shares of Common Stock that can be subscribed for under the Basic SubscriptionSubscription 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 (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole share of Common Stock. (c) Upon calculating the number of Shares shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant shares of Common Stock to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional shares of Common Stock subscribed for has been delivered, the Subscription Agent shall mail to subscribers who hold shares in certificated form, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book-entry form form. If a lesser number of shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares shares of Common Stock subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated accountinterest-bearing account (which interest will inure to the benefit of the Fund). Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over-Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Over-Subscription Privilege exceeds the number of Remaining Common Shares, the available Remaining Common Shares will be allocated pro rata among those fully exercising holders who over-subscribe based on the number of Rights originally issued to them by the Company. Fractional shares will not be issued upon the exercise of the Rights. Accordingly, Common Shares may be purchased only pursuant to the exercise of Rights in integral multiples of three; however, any holder who owns fewer than three Common Shares as of the close of business on the Record Date may subscribe for one full Common Share. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following Upon calculating the Expiration Date or Extended Expiration Date as number of Common Shares to which each subscriber is entitled pursuant to the case may beOver-Subscription Privilege and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent shall send mail, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the lesser number of Common Shares acquired is allotted to a subscriber under the Over-Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in bookOver-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Subscription Agent’s receipt Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 P.M., New York City time, on _________, 2005 (or on a later trading date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or delivery) of Date”), (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in Section 9 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Estimated Subscription Price (as defined for each Right being exercised in U.S. Dollars by wire transfer or by check drawn on a bank located in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), United States payable to the order of “American Stock Transfer & Trust Company, LLC” as Rights Agent.” (b) Upon the Subscription proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant provide to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to Company a summary of all the Rights that can be subscribed for under the Basic Subscription. (cexercises made in accordance with subparagraph 5(a) Upon calculating the number of Shares to hereof, which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent summary shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show set forth (i) the number name and address of Shares acquired pursuant to the Basic Subscription; Rights Holder that exercised the Rights, (ii) the number of SharesRights exercised by each such Rights Holder, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; Subscription Price paid by such Rights Holder and (iviii) the number and principal amount of Debentures issued to such Rights Holder. (c) The TASE Nominee and other Israeli Rights Holders may elect to exercise Rights directly with the Company by paying the subscription payment in New Israeli Shekels (or in U.S. Dollars if requested thereby and the Company so approves in writing) as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” Additionally, any additional amount payable Rights Holders that reside outside of Israel may exercise their Rights directly with the Company and pay the Subscription Price in New Israeli Shekels or in U.S. Dollars if prior to the Expiration Date the Company approves a written request from such Rights Holder to exercise directly with the Company (“Authorized Rights Holder”). The TASE Nominee and other Israeli Rights Holders (or any Authorized Rights Holder) shall exercise their Rights by such Stockholder delivery directly to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess prior to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels (or in U.S. Dollars in the case of an Authorized Rights Holder or the TASE Nominee or Israeli Rights Holders if approved by the Company) by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Rights Holders who exercised their Rights directly through the Company and the Stockholder indicated on number of Rights so exercised. The authentication and issuance of the Subscription Certificate that such excess not Debentures to the Rights Holders who exercised their Rights directly through the Company shall be treated effectuated by the Company and BONY as a request by the Stockholder Debenture registrar under the Indenture. (d) Each Right may be exercised to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by purchase One Hundred (100) U.S. Dollar denominated Debentures at the Subscription Agent prior Price. Debentures shall be issued in one or more multiples of $1.00, and each Debenture is of $1.00 principal amount. Rights Holders, such as banks, securities dealers and brokers, who receive Rights through the Depository Trust Company as nominees for one or more beneficial owners shall be entitled to 5:00 p.m.exercise their Rights Certificates on behalf of the beneficial owners. (e) To the extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege such outstanding Rights Certificates shall be held by it in a segregated account. Upon delivering the securities automatically deemed cancelled and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or partyno further force and effect.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of shares of Common Stock held by that participant as of the Record Date and the denominator is the aggregate number of shares of Common Stock outstanding as of the Record Date. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated segregated, non- interest-bearing account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Units that can be subscribed for under the Basic SubscriptionSubscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, the Subscription Agent 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 Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated segregated, non- interest-bearing account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares Units issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon For a valid exercise of Rights to occur, the Subscription Agent’s receipt Agent must receive, by mail, hand delivery, and otherwise, prior to 5:00 P.M.p.m., New York City Denver, Colorado time, on the Expiration Date (by mail or delivery) of (i) any Subscription as defined in the Prospectus), the Rights Certificate pertaining to such Rights, which has been properly completed and endorsed for exercise, as provided in the instructions on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Rights Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in for the Prospectus) in U.S. funds number of shares of Common Stock subscribed by personal check, bank draft certified or cashier's check, money order or wire transfer of immediately available for good funds (without deduction for bank service charges or otherwise), payable to the order of “American "Corporate Stock Transfer & Trust CompanyTransfer, LLC” Inc., as Subscription Agent." (b) Within five (5) business days after the Expiration Date, the Subscription Agent shallshall prepare a preliminary list of the names, addresses and taxpayer identification numbers of subscribers pursuant to the valid exercise of Rights, which list shall be finalized by the Subscription Agent as soon as practicable thereafter. The shares of Common Stock and E Warrants comprising the Units validly subscribed for pursuant to the Rights shall be issued by the Subscription Agent, acting in its role as transfer agent and registrar for the Common Stock and E Warrants, upon receipt of written instructions from the Company. (c) Within five (5) business days after receipt of written instructions from the Company to mail the shares of Common Stock and E Warrants comprising the Units subscribed for pursuant to the Rights, the Subscription Agent shall mail certificates representing the E Warrants subscribed for by the holders of the Rights. The certificates shall be mailed via first class mail to the subscribers' addressee as shown on the reverse side of the Rights Certificate or, if none, then as listed on the Subscription Agent's register (except that the Subscription Agent shall comply with any ancillary written delivery instructions provided by any subscriber). The Subscription Agent shall maintain a mail loss surety bond protecting the Company and the Subscription Agent from loss or liability arising out of non-receipt or non-delivery of such certificates. (d) No fractional Units will be issued by the Company. Any Rights Offeree who would be entitled to purchase a fractional Unit will be given the right to purchase a full Unit. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Units than the number for which they would be entitled to subscribe under the original Rights Certificate. Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be given the right to purchase a full Unit when entitled to purchase a fractional Unit and shall be entitled to exercise their Rights Certificates on behalf of the beneficial owners. (e) Rights Offerees shall have the right to subscribe for Unsubscribed Rights pro rata to their ownership immediately prior to the Offering (the "Additional Subscription Privilege") at the Subscription Price. The Subscription Agent shall determine the number of Units subscribed for pursuant to the exercise of the Additional Subscription Privilege. If sufficient Units in excess of all Units subscribed for pursuant to the regular exercise of Rights are available to satisfy all exercised Additional Subscription Privileges, the Subscription Agent shall fill all such exercised Additional Subscription Privileges as and to the same extent as if pursuant to the regular exercise of Rights. To the extent, however, that sufficient Units are not available to fill all such exercised Additional Subscription Privileges, the Units which are available will be allocated among those electing to additionally subscribe pro rata to the ownership of Common Stock. Unsubscribed Rights as of the Expiration Date may be subscribed for by those electing to exercise the Additional Subscription Privilege. To exercise the Additional Subscription Privilege, the appropriate block on the Additional Subscription form must be completed and payment in full for additional Units must accompany the form and be submitted to the Subscription Agent prior to the Expiration Date. In the event any holder who exercises his Subscription Privilege does not receive the Units subscribed therefor, the Subscription Agent shall refund the Subscription Price paid for the Units not received, without interest, to such holder as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights that can be subscribed for under the Basic Subscription. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Subscription Agent’s receipt Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 P.M., New York City time, on January 12, 2006 (or on a later date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or delivery) of Date”), (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in Section 9 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Estimated Subscription Price (as defined for each Right being exercised in U.S. Dollars by wire transfer or by check drawn on a bank located in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds (without deduction for bank service charges or otherwise), United States payable to the order of “American Stock Transfer & Trust Company, LLC” as Rights Agent.” (b) Upon the Subscription proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, perform the procedures described in subsections (b), (c) and (d) below. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights to which each subscriber is entitled pursuant provide to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the Prospectus. The Additional Subscription Privilege may only be exercised by holders who subscribe to Company a summary of all the Rights that can be subscribed for under the Basic Subscription. (cexercises made in accordance with subparagraph 5(a) Upon calculating the number of Shares to hereof, which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent summary shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show set forth (i) the number name and address of Shares acquired pursuant to the Basic Subscription; Rights Holder that exercised the Rights, (ii) the number of SharesRights exercised by each such Rights Holder, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; Subscription Price paid by such Rights Holder and (iviii) the number and principal amount of Debentures issued to such Rights Holder. (c) The TASE Nominee and other Israeli Rights Holders may elect to exercise Rights directly with the Company by paying the subscription payment in New Israeli Shekels (or in U.S. Dollars if requested thereby and the Company so approves in writing) as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” Additionally, any additional amount payable Rights Holders that reside outside of Israel may exercise their Rights directly with the Company and pay the Subscription Price in New Israeli Shekels or in U.S. Dollars if prior to the Expiration Date the Company approves a written request from such Rights Holder to exercise directly with the Company (“Authorized Rights Holder”). The TASE Nominee and other Israeli Rights Holders (or any Authorized Rights Holder) shall exercise their Rights by such Stockholder delivery directly to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess prior to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels (or in U.S. Dollars in the case of an Authorized Rights Holder or the TASE Nominee or Israeli Rights Holders if approved by the Company) by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Rights Holders who exercised their Rights directly through the Company and the Stockholder indicated on number of Rights so exercised. The authentication and issuance of the Subscription Certificate that such excess not Debentures to the Rights Holders who exercised their Rights directly through the Company shall be treated effectuated by the Company and BONY as a request by the Stockholder Debenture registrar under the Indenture. (d) Each Right may be exercised to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by purchase One Hundred (100) U.S. Dollar denominated Debentures at the Subscription Agent prior Price. Debentures shall be issued in one or more multiples of $1.00, and each Debenture is of $1.00 principal amount. Rights Holders, such as banks, securities dealers and brokers, who receive Rights through the Depository Trust Company as nominees for one or more beneficial owners shall be entitled to 5:00 p.m.exercise their Rights Certificates on behalf of the beneficial owners. (e) To the extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conducted. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription and the Additional Subscription Privilege such outstanding Rights Certificates shall be held by it in a segregated account. Upon delivering the securities automatically deemed cancelled and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or partyno further force and effect.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (iiiii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft check or wire transfer of immediately available funds money order payable (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLCas subscription agent — Allied Capital Corporation,” or wire transfer of same day funds to the account maintained by the Subscription Agent shallfor such purposes at American Stock Transfer & Trust Company, as soon as practicable Subscription Agent for Allied Capital Corporation, J▇ ▇▇▇▇▇▇ Chase, 55 Water Street, ABA# 021-000021, Account No. 323-113060, you shall promptly after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, either credit each subscriber’s account maintained by you as the Company’s transfer agent or, in the event so requested by a subscriber, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Rights and (dthe Over-Subscription Right) belowand furnish a list of all such information to the Company. (b) As soon as practicable Promptly after the Expiration Date the Subscription Agent you shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Over-Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusRight. The Additional Over-Subscription Privilege Right may only be exercised by holders who subscribe to for all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Rights. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Rights (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Over-Subscription Right, each holder shall be allotted the number of Additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Over-Subscription Right exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Over-Subscription Right shall be allotted pro rata to holders who exercise their Over-Subscription Right in proportion to the number of shares each subscriber for additional Shares has elected to purchase under its Basic Subscription Rights. No fractional Shares shall be issued upon exercise of the Over-Subscription Right. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege Right and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, you shall promptly furnish a list of all such information to the Company. (d) . Within five (5) 10 business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The ”), you shall send to each exercising shareholder a confirmation will show (i) showing the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of SharesSubscription Rights, and, if anyapplicable, acquired pursuant to the Additional Over-Subscription Privilege; (iii) Right, the per Share share and total purchase price for the such Shares; , and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) by such shareholder or any excess to be refunded by the Company to such Stockholder (i.e.shareholder in the form of a check, if along with a letter explaining the Estimated allocation of Shares pursuant to the Over-Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by Right, which the Company as a request by the Stockholder to acquire additional Shares in the Offering)will provide. Any additional payment required from a Stockholder shareholder must be received by you within 10 business days after the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, Confirmation Date and any excess payment to be refunded by the Company to such Stockholder a shareholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form you as soon as practicable after the corresponding Rights have Confirmation Date. If a shareholder does not make timely payment of any additional amounts due, you will consult with the Company as to the appropriate action to be taken. You will not issue or deliver certificates for Shares subscribed for until payment in full therefor has been validly exercised received, including collection of checks. (d) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Over-Subscription Right and full assuming payment for the additional Shares subscribed for has been received and cleared. The Shares purchased delivered in accordance with Section 4(c), you shall either credit each subscriber’s account maintained by you as the Company’s transfer agent or, in the event so requested by a subscriber, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for pursuant to the Additional Basic Subscription Privilege will be delivered Rights and the Over-Subscription Right. If a lesser number of Shares is allotted to subscribers a subscriber under the Over-Subscription Right than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedaccordance with Paragraph 4(c). (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Rights and the Additional Over-Subscription Privilege Right shall be held by it you in a segregated segregated, interest bearing account. Such interest shall accrue to the Company (and not to the benefit of the shareholders who have submitted Subscription Certificates) pending disbursement in the manner described herein. The “Subscription Price” shall be determined according to the formula described in the Prospectus, and will be provided to you on the Expiration Date. The Estimated Subscription Price will be determined prior to the date on which Prospectuses are delivered to shareholders according to the formula set forth in the Prospectus. Subscribing stockholders will remit payments for shares to be purchased pursuant to the Rights Offering based upon such Estimated Subscription Price. If the Subscription Price is LESS than the Estimated Subscription Price, you will refund appropriate amounts to all subscribing stockholders. If the Subscription Price is MORE than the Estimated Subscription Price, then you will issue notices for payment due to all subscribers. Upon delivering the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued sold in the Rights Offering, but in no event later than ten business days after the Confirmation Date. The Subscription Agent will not Interest earned on the excess payments shall belong to the Company and shall be obligated to calculate or pay interest to any holder or partyremitted therewith.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 8 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft draft, postal or express money order or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and (dthe Over Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent Date, you shall calculate the number of Rights shares of Common Stock to which each subscriber is entitled pursuant to the Basic Over Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe fully exercise to purchase all the Rights that can be exercised for 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 (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 Record Holder shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Remaining Shares subscribed for under the Basic SubscriptionOver Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Rights subscribed for by that participant under the Over Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Over Subscription Privilege. Any fractional Right to which persons exercising their Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Right. (c) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Remaining Shares acquired to which each subscriber is entitled pursuant to the Basic Subscription; Over Subscription Privilege and assuming payment for the additional Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (iia) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of SharesRemaining Shares is allotted to a subscriber under the Over Subscription Privilege than the subscriber has tendered payment for, if any, acquired you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Over Subscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Rights subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued Rights sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay , together with any interest to any holder or partyearned thereon.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, check or bank draft or wire transfer of immediately available funds payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Equiniti Trust Company, LLC” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Common Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Common Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Common Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Common Shares”). Where there are sufficient Remaining Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Common Shares subscribed for. If the aggregate number of Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Common Shares, the number of Remaining Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Common Shares by a fraction of which the numerator is the number of Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Common Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Shares. (c) Upon calculating the number of Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Common Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Common Shares subscribed for has been delivered, the Subscription Agent 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 Common Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof)Certificate, and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Partnership certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Partnership. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription and Right (the “Remaining Units”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the manner provided for in the Prospectus. The Additional Subscription Privilege may only shall be exercised the product (disregarding fractions) obtained by holders who subscribe to all multiplying the Rights that can be number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Basic SubscriptionAdditional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the nearest whole Unit. (c) Upon calculating the number of Shares Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the CompanyPartnership. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant Units to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares Units subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company Partnership all funds received in payment of the Subscription Price for Shares issued Units sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLCLLC as Subscription Agent” the Subscription Agent shall, shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Oversubscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusOversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Oversubscription Privilege, each holder shall be allotted the number of additional Shares subscribed for. If the aggregate number of Shares subscribed for under the Oversubscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Privilege shall be allocated on a pro rata basis among the Rights holders exercising the Oversubscription Privilege in proportion to the number of Shares each of those Rights holders owned on the Record Date, relative to the number of Shares owned on the Record Date by all Rights holders exercising the Oversubscription Privilege (“Oversubscription Allocation Formula”). Additionally, if the Oversubscription Allocation Formula would result in a Rights holder exceeding, together with its affiliates, beneficial ownership of 4.9% of the Company’s outstanding Common Stock (calculated immediately upon the closing of the Rights offering after giving effect to the Backstop Commitment, as described in the Prospectus, and assuming that all 8,700,000 shares of Common Stock are sold pursuant to the Rights offering and, if applicable, the Backstop Commitment), then the Company may, in its sole discretion, reduce the number of shares allocated to such Rights holder, such that a Rights holder’s beneficial ownership will not exceed the 4.9% limitation. Any fractional Share to which persons exercising their Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following Upon calculating the Expiration Date or Extended Expiration Date as number of Shares to which each subscriber is entitled pursuant to the case may beOversubscription Privilege and assuming payment for the additional Shares subscribed for has been delivered, the Subscription Agent shall send mail, as contemplated in subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) the lesser number of Shares acquired is allotted to a subscriber under the Oversubscription Privilege than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased pursuant to the Additional Subscription Oversubscription Privilege will be delivered to subscribers in book-entry form as soon as practicable after the Expiration Date and after all allocations have been conductedare mailed. (e) Funds received by the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by it in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon the Subscription Agent’s your receipt prior to 5:00 P.M.p.m., New York City time, on the Expiration Date (by mail or delivery) ), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 paragraph 7 hereof), and (ii) payment in full of the Estimated Subscription Price (as defined in the Prospectus) in U.S. funds by check, bank draft or wire transfer of immediately available funds money order payable at par (without deduction for bank service charges or otherwise), payable ) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall, you shall as soon as practicable after the Expiration Date, perform but after performing the procedures described in subsections subparagraphs (b), ) and (c) below, mail to the subscriber’s registered address on the books of the Company certificates representing the securities underlying each Share duly subscribed for (pursuant to the Basic Subscription Right and (dthe Additional Subscription Privilege) belowand furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date the Subscription Agent you shall calculate the number of Rights Shares to which each subscriber is entitled pursuant to the Basic Subscription and the Additional Subscription Privilege in the manner provided for in the ProspectusPrivilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Rights Shares that can be subscribed for under the Basic SubscriptionSubscription Right. The Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the ”Remaining Shares”). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Shares by a fraction of which the numerator is the number of Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Share. (c) Upon calculating the number of Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount underpaid or overpaid, if any, by each subscriber, the Subscription Agent you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Within five (5) business days following the Expiration Date or Extended Expiration Date as the case may be, the Subscription Agent shall send a confirmation to each Stockholder (or, if the Shares on the Record Date are held by Cede or any other depository or nominee, to Cede or such other depository or nominee). The date of the confirmation is referred to as the “Confirmation Date.” The confirmation will show (i) Upon calculating the number of Shares acquired pursuant to the Basic Subscription; (ii) the number of Shares, if any, acquired pursuant to the Additional Subscription Privilege; (iii) the per Share and total purchase price for the Shares; and (iv) any additional amount payable by such Stockholder to the Company (i.e., if the Estimated Subscription Price was less than the Subscription Price on the Expiration Date) or any excess to be refunded by the Company to such Stockholder (i.e., if the Estimated Subscription Price was more than the Subscription Price on the Expiration Date and the Stockholder indicated on the Subscription Certificate that such excess not be treated by the Company as a request by the Stockholder to acquire additional Shares in the Offering). Any additional payment required from a Stockholder must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the date specified as the deadline for final payment for Shares, and any excess payment to be refunded by the Company to such Stockholder will be mailed by the Subscription Agent within ten (10) business days after the Confirmation Date. The Shares purchased pursuant to the Basic Subscription will be delivered to subscribers in book-entry form as soon as practicable after the corresponding Rights have been validly exercised and full payment for the Shares has been received and cleared. The Shares purchased which each subscriber is entitled pursuant to the Additional Subscription Privilege will be delivered and assuming payment for the additional Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Shares is allotted to subscribers in book-entry form a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as soon as practicable after certificates representing the Expiration Date and after all allocations have been conductedsecurities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by the Subscription Agent you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by it you in a segregated account. Upon delivering mailing certificates representing the securities and refunding subscribers for additional Shares subscribed for but not allocated, if any, the Subscription Agent you shall promptly remit to the Company all funds received in payment of the Subscription Price for Shares issued sold in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.