Common use of Acceptance of Subscriptions Clause in Contracts

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner has failed to execute an Owner’s Instruction in the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. If the Rights Agent has received a duly executed Notice of Guaranteed Delivery and payment of the related Deposit Amount during the Subscription Period, the Rights Agent is also authorized and directed to receive the ADS Rights Certificate to which that Notice of Guaranteed Delivery relates until 5:00 p.m. (New York City time) on October ___, 2006 (the “Guaranteed Delivery Date”) in accordance with the guaranteed delivery procedures agreed with the Company. Any funds that the Rights Agent receives during the Subscription Period from Owners ADS Holders in respect of payments for ADSs shall be deposited in an a non-interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 VI hereof. 2. As promptly as practicable after the Rights Agent receives each Owner’s InstructionADS Rights Certificate, the Rights Agent shall determine whether the Owner Holder sending such Owner’s Instruction ADS Rights Certificate has properly completed and executed such forms ADS Rights Certificate and has submitted the correct payment Deposit Amount for the ADSs. If such form ADS Rights Certificate is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount Deposit Amount, then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth below in paragraph 3 belowthis Article IV, if such Owner Holder does not amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date or, if applicable, the Guaranteed Delivery Date, such OwnerHolder’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. 3. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions an ADS Rights Certificate shall be deemed to be properly completed: (a) completed in any of the following circumstances: • any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction ADS Rights Certificate in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction ADS Rights Certificate or by written communication, communication the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such Owner; (b) Holder; • any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction ADS Rights Certificate submitted therewith has been duly executed by the OwnerHolder, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (43) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) ; • any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) or • any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 34. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction ADS Rights Certificate relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and the ADS Rights Certificate has been executed by such Owner Holder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder in that same capacity; (b) the ADSs to which the Owner’s Instructions ADS Rights Certificate relates are registered in the name of a corporation and the Owner’s Instruction ADS Rights Certificate has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesHolder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder; or (d) the ADSs ADS Rights to which such Owner’s Instructions ADS Rights Certificate relates are registered in the name of a decedent and the Owner’s Instruction ADS Rights Certificate has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 5. ADS Holders will only be entitled to subscribe for an integral number of new ADSs. ADS Rights may not be exercised to purchase any fraction of a new ADS.

Acceptance of Subscriptions. 1. a. The Rights Company hereby authorizes and directs the Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners in respect surrender to it of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has a properly completed and executed such forms Warrant Certificate and has submitted payment of the correct payment for ADS Subscription Price therefor in U.S. dollars, in accordance with the ADSsterms thereof and hereof. If such form is not properly completedThe Company further authorizes the Agent to refuse to accept, is in its discretion, any improperly completed or unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedWarrant Certificate. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified on or as otherwise notified in writing by the Company prior to before the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completed: (a) Agent may accept any subscription with respect to which an Owner has failed to execute an Owner’s Instruction effected by payment in the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment full of the accompanying subscription; (c) any subscription by a custodian ADS Subscription Price on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on before the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. b. The Rights Company authorizes the Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are surrendered Warrant Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder or holders, provided that (A) the ADSs purchased New ADS subscribed for are to be issued in the name of such Owner; registered holder or holders (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2B) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York the Agent, and is otherwise in order, and (3C) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be; (ii) the surrendered Warrant Certificate is registered in the name of a corporation and has been executed by an officer of such corporation, provided that (A) the New ADSs subscribed for are to be issued in the name of such corporation (B) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the Agent, and is otherwise in order, and (C) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be; (iii) the surrendered Warrant Certificate has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that (A) the New ADSs subscribed for are to be issued in the name of such registered holder; and (B) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the Agent, and is otherwise in order, and (C) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be; or (iv) the surrendered Warrant Certificate is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent's estate, provided that (A) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent's estate, (B) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the Agent, and is otherwise in order, and (C) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. c. The Company authorizes the Agent to accept customary letters of indemnification from commercial banks, trust companies or any member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange, Inc. Medallion Signature program (MSP). d. The Agent shall establish procedures pursuant to which persons holding ADSs through The Depository Trust Company ("DTC") may exercise their ADS Rights by the timely delivery to the Agent of complete subscription instructions through DTC's PSOP Function on the "agent subscriptions over PTS" procedure ("Subscription Instructions" and the "ASOP", respectively) accompanied by timely payment in full of the ADS Subscription Price for each New ADS to be purchased. All Subscription Instructions and payment of the ADS Subscription Price for the subscribed New ADSs must be received by the Agent prior to the Expiration Date. e. Holders of ADS Rights may exercise all or part of their ADS Rights at their discretion. However, subscriptions will be accepted for whole New ADSs only and no fractional New ADSs will be issued. The Agent is hereby instructed to round down to the nearest whole number of New ADS subscriptions submitted for fractional New ADSs. The Agent will, to the extent permitted by law, sell or cause to be sold, the Primary ADS Rights corresponding to the average of fractional Primary ADS Rights not exercised for the pro rata benefit of the Holders entitled thereto. f. Holders, of record as of the Record Date, of ADS Rights may exercise their Secondary ADS Rights by specifying an additional number of New ADSs that they would subscribe for in the event that any new Shares are not subscribed for pursuant to the exercise by Shareholders of Primary Share Rights. The number of additional New ADSs that will be available pursuant to the exercise by Holders of Secondary ADS Rights will depend on the level of demand for the Shares and the New ADSs pursuant to the exercise by Shareholders of Primary Share Rights and

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription PeriodPeriod and to receive ADS Rights Certificates until 5:00 p.m. (New York City time) on the Expiration Date. Any funds that the Rights Agent receives during the Subscription Period from Owners ADS Holders in respect of payments for ADSs shall be deposited in an a non-interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”"). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 VI hereof. 2. As promptly as practicable after the Rights Agent receives each Owner’s InstructionADS Rights Certificate, the Rights Agent shall determine whether the Owner Holder sending such Owner’s Instruction ADS Rights Certificate has properly completed and executed such forms ADS Rights Certificate and has submitted the correct payment for the ADSs. If such form ADS Rights Certificate is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount amount, then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amount, as the case may be. Except as set forth below in paragraph 3 belowthis Article IV, if such Owner Holder does not amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s Holder's right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. 3. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions an ADS Rights Certificate shall be deemed to be properly completedcompleted in any of the following circumstances: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction ADS Rights Certificate in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction ADS Rights Certificate or by written communication, communication the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction ADS Rights Certificate submitted therewith has been duly executed by the OwnerHolder, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (43) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 34. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction ADS Rights Certificate relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and the ADS Rights Certificate has been executed by such Owner Holder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder in that same capacity; (b) the ADSs to which the Owner’s Instructions ADS Rights Certificate relates are registered in the name of a corporation and the Owner’s Instruction ADS Rights Certificate has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesHolder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder; or (d) the ADSs ADS Rights to which such Owner’s Instructions ADS Rights Certificate relates are registered in the name of a decedent and the Owner’s Instruction ADS Rights Certificate has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 5. ADS Holders will only receive a whole number of ADS Rights. The Rights Agent will aggregate and arrange for the sale of any fractional ADS Rights (or the underlying Share right), and will distribute the net proceeds, if any, of such sale pro rata to the ADS Holders entitled to them.

Acceptance of Subscriptions. 1. The Rights ADS Subscription Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout beginning on the Effective Date and ending on the Expiration Date (the "Subscription Period"). Any funds that the Rights ADS Subscription Agent receives during the Subscription Period from Owners holders in respect of payments for ADSs shall be deposited in an a non-interest bearing account at the Rights Agent that the Rights ADS Subscription Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 IX hereof. 2. The Company hereby authorizes and directs the ADS Subscription Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of Warrants in accordance with the terms thereof and hereof. As promptly as practicable after The Company further authorizes the Rights ADS Subscription Agent receives each Owner’s Instructionto refuse to accept, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly in its discretion, any improperly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is or unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedWarrant. 3. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Warrants shall be deemed to be properly completed: (a) any subscription with respect to which an Owner a holder has failed to execute an Owner’s Instruction a Warrant in the manner provided by the terms thereof, provided that (1) the Owner holder has indicated on such Owner’s Instruction Warrant or by written communication, the manner in which the Owner holder wishes to subscribe and (2) proper payment has been made by such Ownerholder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownerholder, provided that (1) the Owner’s Instruction Warrant submitted therewith has been duly executed by the Ownerholder, (2) the Owner holder is the Owner holder to which such Owner’s Instruction Warrant relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York - A/C Xxxxxxx plc and is otherwise in order, and (4) there is no evidence actually known to the Rights ADS Subscription Agent indicating that such check was delivered to the Owner holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownerholder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Ownerholder, if the provisos set forth in clause (b) above are satisfied. 24. The Rights ADS Subscription Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights OfferADS Offering, pursuant to Article II 3 hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionWarrant, in accordance with the terms thereof and hereof. 35. The Rights ADS Subscription Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company if, on or before the Expiration Date (i) the ADS Subscription Agent has received payment in full of the Dollar Subscription Price, plus the UK SDRT and a completed "Notice of Guaranteed Delivery" in the form provided by the ADS Subscription Agent, and (ii) the ADS Subscription Agent has received a properly executed warrant by 12:00 noon (New York City time) on August 30, 2000. 6. The ADS Subscription Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction Warrant relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder provided that the ADSs purchased are to be issued in the name of such Ownerholder; (b) the ADSs to which the Owner’s Instructions Warrant relates are registered in the name of a corporation and the Owner’s Instruction Warrant has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction Warrant has been executed by a bank, trust company or broker as agent for the Owner holder to which such Owner’s Instruction Warrant relates, provided that the ADSs purchased are to be issued in the name of such Ownerholder; or (d) the ADSs to which such Owner’s Instructions Warrant relates are registered in the name of a decedent and the Owner’s Instruction Warrant has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights ADS Subscription Agent indicating that such person is not the duly authorized representative which such person purports to be. 7. The ADS Subscription Agent is hereby authorized to waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any ADS Right.

Acceptance of Subscriptions. 1The acceptance of subscriptions is at the discretion of the Company. The Rights Agent is hereby authorized and directed Company may require additional information prior to receive subscriptions for ADSs on behalf of the Company throughout the determining whether to accept a subscription. Subscription Periodpayments should be made by wire to “Clean Energy Solutions”. Any funds that the Rights Agent receives during the Subscription Period from Owners Payments via wire transfer should be made pursuant to instructions provided in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”)Exhibit B hereto. Such funds shall remain in the Deposit Account until they are distributed For additional information or to the Company in accordance with Article VIhave any questions answered, paragraph 1 hereofplease contact Mx. As promptly as practicable after the Rights Agent receives each Owner’s InstructionXxx Xxxxx, the Rights Agent shall determine whether the Owner sending such OwnerCompany’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may beChief Executive Officer, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall telephone at (000) 000-0000 Ext. 814. No prospective investor will be deemed to be unexercised. Notwithstanding have purchased any Securities unless and until such time as all of the foregoingfollowing conditions to closing have occurred: (1) a Subscription Agreement and (2) a Purchaser Questionnaire have been fully completed and duly and validly executed by such prospective investor, without further authorization from delivered to the Company, except where otherwise specified or as otherwise notified and this Subscription Agreement is accepted in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner has failed to execute an Owner’s Instruction in the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered Purchase Price (as defined in payment of such subscription is drawn for the proper amount Subscription Agreement) shall have been paid in full. Ladies and to Gentlemen: The undersigned understands that Clean Energy Technologies, Inc., incorporated under the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment laws of the accompanying subscription; State of Nevada (cthe “Company”), is offering units (each, a “Unit”) any subscription by a custodian on behalf with each Unit consisting of a minor which is accompanied by a check drawn by an individual one (and not by a corporation1) share of common stock, partnership or fiduciary) other than the Ownerpar value $0.001, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (the “Common Stock” and a warrant (the “Warrant”) to purchase one (1) share of Common Stock, at an exercise price of $1.60 per share, expiring one year from the date hereof (the “Offering”) to the undersigned pursuant to the terms of this Subscription Agreement. The Unit, together with the Common Stock issued thereunder, the Warrant and the Common Stock issuable upon the exercise of the Warrant are referred to as the “Securities”).The undersigned further understands that (i) on the Expiration DateOffering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and is being made only to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) under an exemption available under Rule 506(b) of Regulation D, and (ii) after determining the total number undersigned will not be deemed to have purchased any Units unless and until such time as all of ADSs that an owner is entitled the following conditions to closing have occurred: (A) this Subscription Agreement and such other supplemental subscription or stock purchase in agreements or documentation as are requested by the Rights OfferCompany have been duly and validly executed by the undersigned, pursuant delivered to Article II hereof, the Company and accepted by the Company (B) the undersigned has completed and executed a Purchaser Questionnaire and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (aC) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent Purchase Price for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued Units shall have been paid in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to befull.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and Xxxx X. Xxxxxx (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at (000) 000-0000 (Ext. 108), confirmed by facsimile transmission XXXXXXXXXX, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Savings Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation shares Subscribed and the Owner’s Instruction has been executed by an officer number of such corporation, provided that the ADSs purchased are to be issued in the name shares of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beCommon Stock unsubscribed.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company and Maxim Group LLC, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner has failed Subscriptions that have been accepted. Continental will not be obligated to execute an Owner’s Instruction in calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the manner provided effective date of the Subscription, immediately available funds, represented by the terms thereofcertified check, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in money order, and (4) there is no evidence actually known to or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which Offering is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of consummated because the Company (i) on has cancelled or terminated the Expiration Date, Rights Offering or (ii) after determining is unable to raise a minimum of $2,500,000 (net of expenses) in the Rights Offering prior to the Expiration Date (unless such minimum is waived or reduced by the Company’s board of directors and with the prior written consent of Maxim Group LLC (which consent will not be unreasonably withheld)), Continental shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company and Maxim Group LLC, liquidate the segregated account in which the subscription monies were held as promptly as practicable and distribute the funds to each respective subscribing stockholder who elected to exercise its Rights. (b) Advise the Company daily by facsimile transmission and confirm by letter to the attention of Xxxxxxx Xxxxxxxx (the “Company Representative”) as to the total number of ADSs that an owner is entitled to purchase shares of Common Stock Subscribed for, the total number of Rights partially Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Rights OfferCompany Representative, pursuant to Article II hereofby telephone at (000) 000-0000, and (iii) upon the proper completion and execution confirmed by facsimile transmission, of the Owner’s Instruction, amount of funds received identified in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered above, deposited, available or transferred in the name of an executoraccordance with (a) above, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation;with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., New York City Time, on the Owner’s Instruction has been executed by a bankfirst full business day following the Expiration Time, trust company or broker as agent advise the Company Representative in accordance with (b) above of the number of shares Subscribed for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator number of such decedent’s estate, provided that (1) the ADSs are to be issued in the name shares of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beCommon Stock unsubscribed for.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Privileges and Over-Subscription Privileges in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes Subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Ownereach respective Subscribing Record Holder who elected to exercise its Rights; (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank Xxxxxx X. Xxxxxxxxx, Chief Financial Officer of New York and is otherwise in order, and the Company (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at (000) 000-0000, ext. 102, confirmed by facsimile transmission at (000) 000-0000, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any subscription by event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, deliver to the Company Representative a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth report in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the number of shares Subscribed and the number of shares of Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company (i) on as promptly as possible following the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereofTime. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs Common Shares and Additional Common Shares on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners Holders in respect of payments for ADSs Common Shares shall be deposited in an interest interest-bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VIVII, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each OwnerHolder’s InstructionRights Certificate, the Rights Agent shall determine whether the Owner sending Holder depositing such OwnerHolder’s Instruction Rights Certificate has properly completed and executed such the subscription forms appended thereto and has submitted the correct payment aggregate Subscription Price for the ADSsCommon Shares subscribed for under each of the Basic Subscription Privilege and the Additional Subscription Privilege (if applicable). The Subscription Price may only be deposited with the Rights Agent in the form of a certified cheque, bank draft or money order payable to “Odyssey Transfer and Trust Company, as Rights Agent”. If such subscription form is not properly completed, is unexecuted or, if such Owner Holder did not send the correct payment amount aggregate Subscription Price for the Common Shares then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Instruction Rights Certificate or submit the proper payment amountaggregate Subscription Price, as the case may be. Except as set forth in paragraph 3 below, if such Owner Holder does not amend its Owner’s Instruction Rights Certificate or submit the proper payment amountaggregate Subscription Price, as the case may be, by the Expiration Expiry Date, such OwnerHolder’s right to purchase ADSs Common Shares in the Rights Offer Offering shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Expiry Date, the following Owner’s Instructions Rights Certificate shall be deemed to be properly completed: (a) any : Any subscription with respect to which an Owner Holder has failed to execute an Owner’s Instruction their Rights Certificate in the manner provided by the terms thereof, provided that that: (1) the Owner Holder has indicated on such Owner’s Instruction Rights Certificate or by written communication, the manner in which the Owner Holder wishes to subscribe subscribe; and (2) the proper payment aggregate Subscription Price has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known Holder to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscriptionAgent; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs Common Shares and Additional Common Shares on behalf of the Company (i) on the Expiration Expiry Date, (ii) after determining the total number of ADSs Common Shares that an owner a Holder is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionRights Certificate, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs Common Shares to which the Owner’s Instruction Rights Certificate relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner Xxxxxx provided that the ADSs Common Shares purchased are to be issued in the name of such OwnerHolder; (b) the ADSs Common Shares to which the Owner’s Instructions Rights Certificate relates are registered in the name of a corporation and the Owner’s Instruction Rights Certificate has been executed by an officer of such corporation, provided that the ADSs Common Shares purchased are to be issued in the name of such corporation;; or (c) the Owner’s Instruction Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner Holder to which such Owner’s Instruction Rights Certificate relates, provided that the ADSs Common Shares purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beHolder.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock and Warrants issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and ________________ (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock and Warrants subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at _____________, confirmed by facsimile transmission_________________, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Savings Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation shares Subscribed and the Owner’s Instruction has been executed by an officer number of such corporation, provided that the ADSs purchased are to be issued in the name shares of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beCommon Stock unsubscribed.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI__, paragraph 1 __ hereof. As promptly as practicable after the Rights Agent receives each Owner’s 's Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s 's Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s 's Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 belowSection ______ hereof, if such Owner does not amend its Owner’s 's Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s 's right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s 's Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner has failed to execute an Owner’s 's Instruction in the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s 's Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s 's Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s 's Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s 's Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s 's Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s 's Instructions relates are registered in the name of a corporation and the Owner’s 's Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s 's Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s 's Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s 's Instructions relates are registered in the name of a decedent and the Owner’s 's Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs the Shares on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners Holders in respect of payments for ADSs Shares shall be deposited in an interest interest-bearing account at the Rights Agent The Bank of New York that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such ) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 VI hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instructiona Subscription Certificate from a Holder, the Rights Agent shall determine whether the Owner sending Holder that sent such Owner’s Instruction Subscription Certificate has properly completed and executed such forms Subscription Certificate and has submitted the correct payment for the ADSsShares being subscribed for. If such form Subscription Certificate is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount amount, then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Instruction Subscription Certificate or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if If such Owner Holder does not amend its Owner’s Instruction Subscription Certificate or submit the proper payment amount, as the case may be, by the Expiration Date, such OwnerHolder’s right to purchase ADSs Shares in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Subscription Certificates shall be deemed to be properly completed: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction a Subscription Certificate in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction Subscription Certificate or by other written communication, the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction Subscription Certificate submitted therewith has been duly executed by the OwnerHolder, (2) the Owner Holder is the Owner Holder to which such Owner’s Instruction Subscription Certificate relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Ownerfiduciary, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs Shares on behalf of the Company (i) on at any time during the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereofSubscription Period, and (iiiii) upon the proper completion and execution of the Owner’s Instruction, applicable Subscription Certificate in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs Shares to which the Owner’s Instruction relates Subscription Certificate relate are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has have been executed by such Owner Holder provided that the ADSs Shares purchased are to be issued in the name of such OwnerHolder; (b) the ADSs Shares to which the Owner’s Instructions relates Subscription Certificate relate are registered in the name of a corporation and the Owner’s Instruction Subscription Certificate has been executed by an officer of such corporation, provided that the ADSs Shares purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction Subscription Certificate has been executed by a bank, trust company or broker as agent for the Owner Holder to which such Owner’s Instruction Subscription Certificate relates, provided that the ADSs Shares purchased are to be issued in the name of such OwnerHolder; or (d) the ADSs Shares to which such Owner’s Instructions relates Subscription Certificate relate are registered in the name of a decedent and the Owner’s Instruction Subscription Certificate has been executed by a person who purports to act as be the executor or administrator of such decedent’s estate, provided that (1) the ADSs Shares are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative executor or administrator which such person purports to be.

Acceptance of Subscriptions. 1. (a) The Company hereby authorizes and directs the ADS Rights Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon payment of the Subscription Period. Any funds that Price and the Rights Agent receives during proper and timely return of the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company Exercise Notice in accordance with Article VI, paragraph 1 hereofthe terms set forth on the ADS Rights Statement and herewith. As promptly as practicable after The Company further authorizes the ADS Rights Agent receives each Owner’s Instructionto refuse to accept, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly in its discretion, any improperly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is or unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedExercise Notice. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified the ADS Rights Agent shall accept, on or as otherwise notified in writing by the Company prior to before the Expiration Date, except where otherwise specified, any of the following Owner’s Instructions shall be deemed to be properly completedfollowing: (ai) any subscription effected in accordance with the terms of the ADS Rights Statement and received by the ADS Rights Agent on or before the Expiration Date; (ii) any subscription with respect to which an Owner a subscriber has failed to execute an Owner’s Instruction Exercise Notice in the manner provided by the terms thereof, provided that (1A) the Owner subscriber has indicated on such Owner’s Instruction Exercise Notice, or by written communication, the manner in which the Owner subscriber wishes to subscribe and (2B) proper payment has been made by such Ownersubscriber; (biii) any subscription by payment of the Subscription Price accompanied by a check drawn on a U.S. bank, notwithstanding that such check may not be cleared prior to the Expiration Date, provided, however, that the ADS Rights Agent will not deliver the new ADRs evidencing the New ADSs to the subscribing party until such subscribing party’s check has cleared and provided, further, that in the event such party’s check does not clear, the ADS Rights Agent shall use its best efforts to sell such New ADSs to cover the payment for such subscription at a public or private sale, at such place or places and upon such terms as it may deem proper, and the ADS Rights Agent may allocate the proceeds of such sales for the account of the relevant subscriber upon an averaged or other practicable basis without regard to any distinctions among such subscribers because of exchange restrictions or otherwise. (iv) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersubscriber, provided provided, that (1a) the Owner’s Instruction submitted Exercise Notice surrendered therewith has been duly executed by the Ownersubscriber, (2b) the Owner subscriber is the Owner to which registered holder of such Owner’s Instruction relatesADS Rights, (3c) the check tendered in payment of such subscription is drawn on a U.S. bank for the proper amount and to the order of The Bank of New York the ADS Rights Agent, and is otherwise in order, order and (4d) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner subscriber by the drawer thereof for any purpose other than the payment of the accompanying subscription; (cv) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersuch custodian, if the provisos set forth in clause (biv) above are satisfied; orand (dvii) any subscription by an individual individual, (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn on a U.S. bank by a corporation, partnership or fiduciary other than the Ownersubscriber, if the provisos set forth in clause (biv) above are satisfied. 2. (b) The Company authorizes the ADS Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription Instruction to the ADS Rights Agent with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are ADS Rights Statement reflects ADS Rights registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and the Instruction to Agent with respect thereto has been executed by such Owner registered holder, provided that the New ADSs purchased subscribed for are to be issued in the name of, or proceeds of the sale are to be paid to, or Rights are to be delivered to the account of, such Ownerregistered holder; (bii) the ADSs to which the Owner’s Instructions relates are ADS Rights Statement reflects ADS Rights registered in the name of a corporation and the Owner’s Instruction to Agent with respect thereto has been executed by an officer of such corporation, provided that the New ADSs purchased subscribed for are to be issued in the name of, or proceeds of the sale are to be paid to, or Rights are to be delivered to the account of, such corporation; (ciii) the Owner’s Instruction to Agent has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesregistered holder thereof, provided that the New ADSs purchased subscribed for are to be issued in the name of, or proceeds of the sale are to be paid to, or Rights are to be delivered to the account of, such Ownerregistered holder; or (div) the ADSs to which such Owner’s Instructions relates are ADS Rights Statement reflects ADS Rights registered in the name of a decedent and the Owner’s Instruction to Agent with respect thereto has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1a) in case of an Exercise Notice, the subscription is for not more than 50 New ADSs, (b) the New ADSs are to be issued in the name of, or proceeds of the sale are to be paid to, or Rights are to be delivered to the account of, such person as executor or administrator of such decedent’s estate, (2c) in case of an Exercise Notice, the check tendered in payment of such the subscription is drawn for the proper amount and to the order of The Bank Of New York the ADS Rights Agent, and is otherwise in order, and (3d) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the ADS Rights Agent will be required to obtain all necessary proof of authority to sign in connection with Instructions to Agent; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADS Rights Agent may obtain advice from the Company or its U.S. counsel as to whether any such Instruction to Agent may be accepted and the ADS Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Rights Agent be required to issue such New ADSs, sell such ADS Rights or cancel such ADS Rights and arrange for delivery of the underlying Rights, in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action. (c) The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from Eligible Institutions with respect to non-conforming aspects of documents delivered in connection with Instructions to Agent.

Acceptance of Subscriptions. 1. (a) The Company hereby authorizes and directs the ADS Rights Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon payment of the Subscription Period. Any funds that Price per New ADS subscribed for and the exercise of ADS Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company Certificates in accordance with Article VI, paragraph 1 the terms thereof and hereof. As promptly as practicable after The Company further authorizes the ADS Rights Agent receives each Owner’s Instructionto refuse to accept, the in its discretion, any improperly completed or unexecuted ADS Rights Certificate. The ADS Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment only accept subscriptions for the ADSsNew ADSs that are accompanied by bank checks. If such form is not properly completedNeither personal, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer corporate nor certified checks shall be deemed to be unexercisedaccepted. Notwithstanding the foregoing, without further authorization from the Company, the ADS Rights Agent shall accept, on or before the ADS Expiration Date, except where otherwise specified or as otherwise notified in writing by specified, any of the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedfollowing: (ai) any subscription effected in accordance with the terms of the ADS Rights Certificates and received by the ADS Rights Agent on or before the ADS Expiration Date; (ii) any subscription with respect to which an Owner a subscriber has failed to execute an Owner’s Instruction ADS Rights Certificate in the manner provided by the terms thereof, provided that (1A) the Owner subscriber has indicated on such Owner’s Instruction ADS Rights Certificate, or by written communication, the manner in which the Owner subscriber wishes to subscribe and (2B) proper payment has been made by such Ownersubscriber; (biii) any subscription by an individual (and not payment of the Subscription Price multiplied by a corporation, partnership or fiduciary) which is the number of New ADSs subscribed for accompanied by a bank check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in orderissued by, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription;drawn on, a U.S. bank; and (civ) any subscription by a custodian on behalf of a minor which is accompanied by a bank check issued by, and drawn by an individual (and not by on, a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause U.S. bank. (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than The Company authorizes the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The ADS Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are surrendered ADS Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; (bii) the ADSs to which the Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the New ADSs purchased subscribed for are to be issued in the name of such corporation;; or (ciii) the Owner’s Instruction surrendered ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesregistered holder thereof, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; or (div) the ADSs to which such Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1a) such subscription is for not more than 50 New ADSs, (b) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2c) the bank check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York the ADS Rights Agent, and is otherwise in order, and (3d) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the ADS Rights Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the ADS Expiration Date, the ADS Rights Agent may obtain advice from the Company or its U.S. counsel as to whether any such subscriptions may be accepted and the ADS Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Rights Agent be required to issue such New ADSs in the event it does not receive such advice from the Company prior to the ADS Expiration Date and shall have no liability whatsoever for any such action. (c) The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from Eligible Institutions with respect to non-conforming aspects of documents delivered in connection with subscriptions for New ADSs.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the ADS Subscription Period. Any funds that the Rights Agent receives during the ADS Subscription Period from Owners Record Holders in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. The Rights Agent will arrange with DTC to make available DTC's ASOPS system for electronic exercise of the ADS Rights by beneficial owners of ADSs. 2. As promptly as practicable after the Rights Agent receives each Owner’s InstructionRecord Holder's ADS Subscription Card, the Rights Agent shall determine whether the Owner Record Holder sending such Owner’s Instruction ADS Subscription Card has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner Record Holder did not send the correct payment amount then the Rights Agent will send a notice to such Owner Record Holder instructing such Owner Record Holder to amend its Owner’s Instruction ADS Subscription Card or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 belowAll questions regarding the timeliness, if such Owner does not amend its Owner’s Instruction or submit the proper payment amountvalidity , as the case may be, form and eligibility of any exercise of ADS Rights will be determined by the Expiration DateCompany whose determinations will be final and binding. The Company, its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such Owner’s right to purchase ADSs in time as it may determine or reject the Rights Offer shall purposed exercise of any ADS Right. ADS Subscription Cards will not be deemed to be unexercisedhave been received or accepted until all irregularities have been waived or cured within such time as the Company determines. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the ADS Expiration Date, the following Owner’s Instructions ADS Subscription Cards shall be deemed to be properly completed: (a) any subscription with respect to ADS Subscription Card which an Owner Record Holder has failed to execute an Owner’s Instruction in the manner provided by the terms thereof, provided that (1) the Owner Record Holder has indicated on such Owner’s Instruction or ADS Subscription Card by written communication, the manner in which the Owner Record Holder wishes to subscribe and (2) proper payment has been made by such OwnerRecord Holder; (b) any subscription ADS Subscription Card by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerRecord Holder, provided that (1) the Owner’s Instruction ADS Subscription Card submitted therewith has been duly executed by the OwnerRecord Holder, (2) the Owner Record Holder is the Owner Record Holder to which such Owner’s Instruction ADS Subscription Card relates, (3) the check tendered in payment of such subscription ADS Subscription Card is drawn for the proper amount and to the order of The Bank of New York Citibank, N.A. and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Record Holder by the drawer thereof for any purpose other than the payment of the accompanying subscriptionADS Subscription Card; (c) any subscription ADS Subscription Card by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerRecord Holder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription ADS Subscription Card by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerRecord Holder, if the provisos set forth in clause (b) above are satisfied. 23. The Rights Agent is hereby authorized to accept subscriptions for ADSs ADS Subscription Cards on behalf of the Company (i) on the ADS Expiration Date, (ii) after determining the total number of ADSs that an owner a Record Holder is entitled to purchase in the Rights Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionADS Subscription Card, in accordance with the terms thereof and hereof. 34. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction ADS Subscription Card relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner Record Holder provided that the ADSs purchased are to be issued in the name of such OwnerRecord Holder; (b) the ADSs to which the Owner’s Instructions ADS Subscription Card relates are registered in the name of a corporation and the Owner’s Instruction ADS Subscription Card has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction ADS Subscription Card has been executed by a bank, trust company or broker as agent for the Owner Record Holder to which such Owner’s Instruction ADS Subscription Card relates, provided that the ADSs purchased are to be issued in the name of such OwnerRecord Holder; or (d) the ADSs to which such Owner’s Instructions ADS Subscription Card relates are registered in the name of a decedent and the Owner’s Instruction ADS Subscription Card has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription ADS Subscription Card is drawn for the proper amount and to the order of The Bank Of New York Citibank, N.A. and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 5. ADS Holders will only receive a whole number of ADS Rights. The Rights Agent will disregard fractional entitlements which will be allowed to lapse unexercised.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedOfferings: (a) any Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-subscription Privilege and purchase of shares of Common stock in the directed share program and the Supplemental Offering in such account and following the applicable Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check or wire transfer but not personal check, will be deposited with Continental. In the event that the Offerings or any one of them is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated such Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights or submitted a Subscription Agreement without interest, penalty or deduction. (b) any subscription Advise the Company daily by an individual (email, facsimile or other electronic transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and Xxxxxx Xxxxx (4the "Company Representative") there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at (000) 000-0000, confirmed by facsimile transmission, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and, in addition, maintain and update a listing of holders who have fully or partially exercised their Rights and holders who have not exercised their Rights.; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Time, on the Ownerfirst full business day following the applicable Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; orof the number of shares of Common Stock subscribed and the number of shares of Common Stock unsubscribed. (d) any Promptly following the Rights Offering Expiration Time, Continental shall calculate the number of shares of Common Stock to which each subscriber is entitled pursuant to the Over-subscription Privilege. The Over-subscription Privilege may only be exercised by an individual the holder of Rights who fully exercise to purchase all of the Rights that can be exercised under the Basic Subscription Right. The shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right and the directed share program (the "Remaining Shares"). Where there are sufficient Remaining Shares to satisfy all additional subscriptions by holders exercising their rights under the Over-subscription Privilege, each holder as of the Record Date shall be allotted the number of Remaining Shares subscribed for. If the aggregate number of Remaining Shares subscribed for under the Over-subscription Privilege exceeds the number of Remaining Shares, the number of Remaining Shares allotted to each participant in the Oversubscription Right shall be determined in the sole discretion of the Company. (e) Upon calculating the number of Remaining Shares to which each subscriber is entitled pursuant to the Over-subscription Privilege and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owneramount overpaid, if any, by each subscriber, Continental shall, as soon as practicable, furnish a list of all such information to the provisos set forth in clause (b) above are satisfiedCompany. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of (f) Upon calculating the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner Remaining Shares to which each subscriber is entitled to purchase in the Rights Offer, pursuant to Article II hereofthe Over-subscription Privilege and assuming payment for the additional Remaining Shares subscribed for has been delivered, and (iii) upon the proper completion and execution of the Owner’s InstructionContinental shall mail, as contemplated in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: subsection (a) above, the ADSs to certificates representing the additional securities which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and subscriber has been executed by such Owner provided that allotted. If a lesser number of Remaining Shares is allotted to a subscriber under the ADSs purchased Over-subscription Privilege than the subscriber has tendered payment for, Continental shall remit the difference to the subscriber without interest, penalty or deduction at the same time as certificates representing the securities allotted pursuant to the Over-subscription Privilege are to be issued in the name of such Owner;mailed. (bg) Funds received by Continental pursuant to the ADSs to which Basic Subscription Right, the Owner’s Instructions relates are registered in Over-subscription Privilege, the name of a corporation directed share program and the Owner’s Instruction has been executed Supplemental Offering shall be held by an officer Continental in a segregated account. Upon mailing certificates representing the securities and refunding subscribers for additional Rights or shares of such corporationCommon Stock subscribed for but not allocated, provided that if any, Continental shall promptly remit to the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered Company all funds received in payment of such subscription is drawn the Subscription Price for Rights and shares of Common Stock sold in the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beOfferings.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and Xxxx X. Xxxxxxxx (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered total number of shares of Common Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at 000 000-0000 , confirmed by facsimile transmission or email attachment to the Owner by the drawer thereof for any purpose other than the payment xxxxxxxxx@xxxxxxxx.xxx , of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Savings Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation shares Subscribed and the Owner’s Instruction has been executed by an officer number of such corporation, provided that the ADSs purchased are to be issued in the name shares of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beCommon Stock unsubscribed.

Acceptance of Subscriptions. 1The acceptance of subscriptions is at the discretion of the Company. The Rights Agent is hereby authorized and directed Company may require additional information prior to receive subscriptions for ADSs on behalf of the Company throughout the determining whether to accept a subscription. Subscription Periodpayments should be made by wire to “Clean Energy Solutions”. Any funds that the Rights Agent receives during the Subscription Period from Owners Payments via wire transfer should be made pursuant to instructions provided in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”)Exhibit B hereto. Such funds shall remain in the Deposit Account until they are distributed For additional information or to the Company in accordance with Article VIhave any questions answered, paragraph 1 hereofplease contact Mx. As promptly as practicable after the Rights Agent receives each Owner’s InstructionXxx Xxxxx, the Rights Agent shall determine whether the Owner sending such OwnerCompany’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may beChief Executive Officer, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall telephone at (000) 000-0000 Ext. 814. No prospective investor will be deemed to be unexercised. Notwithstanding have purchased any Securities unless and until such time as all of the foregoingfollowing conditions to closing have occurred: (1) a Subscription Agreement and (2) a Purchaser Questionnaire have been fully completed and duly and validly executed by such prospective investor, without further authorization from delivered to the Company, except where otherwise specified or as otherwise notified and this Subscription Agreement is accepted in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner has failed to execute an Owner’s Instruction in the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered Purchase Price (as defined in payment of such subscription is drawn for the proper amount Subscription Agreement) shall have been paid in full. Ladies and to Gentlemen: The undersigned understands that Clean Energy Technologies, Inc., incorporated under the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment laws of the accompanying subscription; State of Nevada (cthe “Company”), is offering units (each, a “Unit”) any subscription by a custodian on behalf with each Unit consisting of a minor which is accompanied by a check drawn by an individual one (and not by a corporation1) share of common stock, partnership or fiduciary) other than the Ownerpar value $0.001, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (the “Common Stock” and a warrant (the “Warrant”) to purchase one (1) share of Common Stock, at an exercise price of $2.00 per share, expiring one year from the date hereof (the “Offering”) to the undersigned pursuant to the terms of this Subscription Agreement. The Unit, together with the Common Stock issued thereunder, the Warrant and the Common Stock issuable upon the exercise of the Warrant are referred to as the “Securities”).The undersigned further understands that (i) on the Expiration DateOffering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and is being made only to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) under an exemption available under Rule 506(b) of Regulation D, and (ii) after determining the total number undersigned will not be deemed to have purchased any Units unless and until such time as all of ADSs that an owner is entitled the following conditions to closing have occurred: (A) this Subscription Agreement and such other supplemental subscription or stock purchase in agreements or documentation as are requested by the Rights OfferCompany have been duly and validly executed by the undersigned, pursuant delivered to Article II hereof, the Company and accepted by the Company (B) the undersigned has completed and executed a Purchaser Questionnaire and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (aC) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent Purchase Price for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued Units shall have been paid in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to befull.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription PeriodPeriod and to receive ADS Rights Certificates until 5:00 p.m. (New York City time) on December 15, 2004 (the "Guaranteed Delivery Date") in accordance with the guaranteed delivery procedures agreed with the Company. Any funds that the Rights Agent receives during the Subscription Period from Owners ADS Holders in respect of payments for ADSs shall be deposited in an a non-interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”"). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 VI hereof. 2. As promptly as practicable after the Rights Agent receives each Owner’s InstructionADS Rights Certificate, the Rights Agent shall determine whether the Owner Holder sending such Owner’s Instruction ADS Rights Certificate has properly completed and executed such forms ADS Rights Certificate and has submitted the correct payment for the ADSs. If such form ADS Rights Certificate is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount amount, then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amount, as the case may be. Except as set forth below in paragraph 3 belowthis Article IV, if such Owner Holder does not amend its Owner’s Instruction ADS Rights Certificate or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s Holder's right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. 3. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions an ADS Rights Certificate shall be deemed to be properly completedcompleted in any of the following circumstances: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction ADS Rights Certificate in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction ADS Rights Certificate or by written communication, communication the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction ADS Rights Certificate submitted therewith has been duly executed by the OwnerHolder, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (43) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 34. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction ADS Rights Certificate relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and the ADS Rights Certificate has been executed by such Owner Holder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder in that same capacity; (b) the ADSs to which the Owner’s Instructions ADS Rights Certificate relates are registered in the name of a corporation and the Owner’s Instruction ADS Rights Certificate has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesHolder, provided that the ADSs purchased are to be issued in the name of such OwnerHolder; or (d) the ADSs ADS Rights to which such Owner’s Instructions ADS Rights Certificate relates are registered in the name of a decedent and the Owner’s Instruction ADS Rights Certificate has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 5. ADS Holders will only receive a whole number of ADS Rights. The Rights Agent will aggregate and arrange for the sale of any fractional ADS Rights, and will distribute the net proceeds, if any, of such sale pro rata to the ADS Holders entitled to them.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and [ ] (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at [ ], confirmed by facsimile transmission [ ], of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Savings Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation shares Subscribed and the Owner’s Instruction has been executed by an officer number of such corporation, provided that the ADSs purchased are to be issued in the name shares of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beCommon Stock unsubscribed.

Acceptance of Subscriptions. 1. 4.1 The ADS Rights Agent is hereby authorized and directed to receive subscriptions for New ADSs relating to newly issued Shares and treasury Shares on behalf of the Company throughout the Subscription Period. Record Owners shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Record Owners in respect of payments for New ADSs shall be deposited in an interest bearing account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the “Deposit Account”). Such ) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Owner’s InstructionSubscription Form, the ADS Rights Agent shall determine whether the Record Owner sending such Owner’s Instruction Subscription Form has properly completed and executed such forms form and has submitted the correct payment Deposit Amount for the New ADSs. If such form is not properly completed, is unexecuted or, or if such Record Owner did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Record Owner instructing requesting such Record Owner to amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 below, if If such Record Owner does not amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Record Owner’s right to purchase New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Record Owner. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Subscription Forms shall be deemed to be properly completed: (a) any subscription with respect to which an a Record Owner has failed to execute an Owner’s Instruction a Subscription Form in the manner provided by the terms thereof, provided that (1) the Record Owner has indicated on such Owner’s Instruction Subscription Form or by written communication, the manner in which the Record Owner wishes to subscribe and (2) proper payment has been made by such Record Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Record Owner, provided that (1) the Owner’s Instruction Subscription Form submitted therewith has been duly executed by the Record Owner, (2) the Record Owner is the Record Owner to which such Owner’s Instruction Subscription Form relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the ADS Rights Agent indicating that such check was delivered to the Record Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Record Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Record Owner, if the provisos set forth in clause (b) above are satisfied. 2. 4.2 The ADS Rights Agent is hereby authorized to accept subscriptions for New ADSs relating to newly issued Shares and treasury Shares on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of New ADSs relating to newly issued Shares and treasury Shares that an owner a Record Owner is entitled to purchase in the ADS Rights OfferOffers, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionSubscription Form, in accordance with the terms thereof and hereof. 3. 4.3 The ADS Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the New ADSs to which the Owner’s Instruction Subscription Form relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Record Owner provided that the New ADSs purchased are to be issued in the name of such Record Owner; (b) the New ADSs to which the Owner’s Instructions Subscription Form relates are registered in the name of a corporation and the Owner’s Instruction Subscription Form has been executed by an officer of such corporation, provided that the New ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction Subscription Form has been executed by a bank, trust company or broker as agent for the Record Owner to which such Owner’s Instruction Subscription Form relates, provided that the New ADSs purchased are to be issued in the name of such Record Owner; or (d) the New ADSs to which such Owner’s Instructions Subscription Form relates are registered in the name of a decedent and the Owner’s Instruction Subscription Form has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1i) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2ii) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3iii) there is no evidence actually known to the ADS Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 4.4 In all cases other than those described in Sections 4.3(a) through (d) above, the ADS Rights Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADS Rights Agent may obtain advice from the Company as to whether any such subscriptions may be accepted and the ADS Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Rights Agent be required to accept subscriptions for New ADSs in the absence of such proof in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Basic Subscription Privileges and Over-Subscription Privileges in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes Subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Ownereach respective Subscribing Record Holder who elected to exercise its Rights; (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank Jxxx X. Xxxxxxxx, President, Chief Executive Officer and Acting Chief Financial Officer of New York and is otherwise in order, and the Company (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at (000) 000-0000, ext. 101, confirmed by facsimile transmission at (000) 000-0000, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any subscription by event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, deliver to the Company Representative a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth report in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the number of shares Subscribed and the number of shares of Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company (i) on as promptly as possible following the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereofTime. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 1. (a) The Company hereby authorizes and directs the ADS Rights Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon payment of the Subscription Period. Any funds that Price and the exercise of ADS Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company Certificates in accordance with Article VI, paragraph 1 the terms thereof and hereof. As promptly as practicable after The Company further authorizes the ADS Rights Agent receives each Owner’s Instructionto refuse to accept, the in its discretion, any improperly completed or unexecuted ADS Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedCertificate. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified the ADS Rights Agent shall accept, on or as otherwise notified in writing by the Company prior to before the Expiration Date, except where otherwise specified, any of the following Owner’s Instructions shall be deemed to be properly completedfollowing: (ai) any subscription effected in accordance with the terms of the ADS Rights Certificates and received by the ADS Rights Agent on or before the Expiration Date; (ii) any subscription with respect to which an Owner a subscriber has failed to execute an Owner’s Instruction ADS Rights Certificate in the manner provided by the terms thereof, provided that (1A) the Owner subscriber has indicated on such Owner’s Instruction ADS Rights Certificate, or by written communication, the manner in which the Owner subscriber wishes to subscribe and (2B) proper payment has been made by such Ownersubscriber; (biii) any subscription by payment of the Subscription Price accompanied by a check drawn on a U.S. bank, notwithstanding that such check may not be cleared prior to the Expiration Date, provided, however, that the ADS Rights Agent will not deliver the new ADRs evidencing the New ADSs to the subscribing party until such subscribing party’s check has cleared and provided, further, that in the event such party’s check does not clear, the ADS Rights Agent shall use its best efforts to sell such New ADSs to cover the payment for such subscription at a public or private sale, at such place or places and upon such terms as it may deem proper, and the ADS Rights Agent may allocate the proceeds of such sales for the account of the subscribers upon an averaged or other practicable basis without regard to any distinctions among such subscribers because of exchange restrictions or otherwise, and provided, further, that if such proceeds of sale are insufficient to cover the payment for such subscription, the Company shall indemnify the ADS Rights Agent against any losses it may incur in the event such check is not cleared by the paying bank. In connection with any funds advanced by the ADS Rights Agent pending clearance (or failure of clearance) of any checks, the Company shall reimburse, and pay, the ADS Rights Agent any and all of its expenses incurred in connection therewith plus interest on all funds advanced as if such advanced funds were in the form of a loan by the ADS Rights Agent to the Company. (iv) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersubscriber, provided provided, that (1a) the Owner’s Instruction submitted ADS Rights Certificate surrendered therewith has been duly executed by the Ownersubscriber, (2b) the Owner subscriber is the Owner to which registered holder of such Owner’s Instruction relatesADS Rights Certificate, (3c) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York the ADS Rights Agent, and is otherwise in order, order and (4d) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner subscriber by the drawer thereof for any purpose other than the payment of the accompanying subscription; (cv) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersuch custodian, if the provisos set forth in clause (biv) above are satisfied; orand (dvii) any subscription by an individual individual, (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Ownersubscriber, if the provisos set forth in clause (biv) above are satisfied. 2. (b) The Company authorizes the ADS Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are surrendered ADS Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; (bii) the ADSs to which the Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the New ADSs purchased subscribed for are to be issued in the name of such corporation; (ciii) the Owner’s Instruction surrendered ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesregistered holder thereof, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; or (div) the ADSs to which such Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1a) such subscription is for not more than 50 New ADSs, (b) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2c) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York the ADS Rights Agent, and is otherwise in order, and (3d) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the ADS Rights Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADS Rights Agent may obtain advice from the Company or its U.S. counsel as to whether any such subscriptions may be accepted and the ADS Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Rights Agent be required to issue such New ADSs in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action. (c) The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from Eligible Institutions with respect to non-conforming aspects of documents delivered in connection with subscriptions for New ADSs.

Acceptance of Subscriptions. 1. a. The Rights Company hereby authorizes and directs the Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon the Subscription Period. Any funds that proper completion and execution of an ADS Rights Certificate, surrender of the applicable ADS Rights Agent receives during Certificate and delivery of the Subscription Period from Owners U.S. Dollar Payment in respect of payments the ADS Subscription Price for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company New ADSs, in accordance with Article VI, paragraph 1 the terms thereof and hereof. As promptly as practicable after The Company further authorizes the Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedCertificate. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified on or as otherwise notified in writing by the Company prior to before the Expiration Date, Date the following Owner’s Instructions shall be deemed to be properly completed: (a) Agent may accept any subscription with respect to which without an Owner has failed to execute an Owner’s Instruction ADS Rights Certificate effected by payment in full of the manner provided by the terms thereofADS Subscription Price, provided that (1) the Owner has indicated on any such Owner’s Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn properly completed and executed Notice of Guaranteed Delivery duly completed and executed (which may be sent by facsimile transmission) from an individual eligible guarantor institution that is a member of a Medallion Signature Guarantee Program, irrevocably guaranteeing that an ADS Rights Certificate for the ADS Rights being exercised will be properly completed, executed and delivered by such commercial bank or trust company or member firm to the Agent, prior to 5:00 p.m. (and New York City time) on October 9, 2002; provided, however, that the Agent shall not by a corporation, partnership or fiduciarydeliver the New ADSs subscribed for until such ADS Rights Certificate(s) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has have been duly executed received by the OwnerAgent. If the financial institution that is a member of a Medallion Signature Guarantee Program fails to deliver a properly completed and signed ADS Rights Certificate before 5:00 p.m. (New York City time) on October 9, (2) 2002, the Owner is Agent will sell the Owner New ADSs issued in connection with the failed guarantee and will pay to which such Owner’s Instruction relatesthe subscribing holder, (3) from the check tendered in payment net proceeds of the sale, only the lesser of the ADS Subscription Price paid or the net proceeds of such subscription is drawn for sale, in each case net of applicable fees and expenses incurred in connection with the proper failed guarantee. If the proceeds of the sale of the New ADSs exceed the amount and payable to the order of The Bank of New York and is otherwise in orderholder, and (4) there is no evidence actually known the Agent will be entitled to retain the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfiedexcess proceeds. 2. b. The Rights Company authorizes the Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are surrendered ADS Rights Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder or holders, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder or holders; (bii) the ADSs to which the Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the New ADSs purchased subscribed for are to be issued in the name of such corporation; (ciii) the Owner’s Instruction surrendered ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesregistered holder thereof, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; orand (div) the ADSs to which such Owner’s Instructions relates are surrendered ADS Rights Certificate is registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1A) such subscription is for not more than 200 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2C) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York the Agent, and is otherwise in order, and (3D) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. c. The Company authorizes the Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with subscriptions for New ADSs. d. On each business day during the ADS Subscription Period, the Agent shall deposit in the NY Account all U.S. dollar amounts received by the Agent on such day in respect of payments made upon exercise of Primary ADS Rights and Secondary ADS Rights.

Acceptance of Subscriptions. 14.1. The ADS Rights Agent is hereby authorized and directed to receive subscriptions for New ADSs on behalf of the Company throughout the Subscription Period. Holders shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Owners Holders in respect of payments for New ADSs shall be deposited in an interest bearing account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the “Deposit Account”). Such ) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Owner’s InstructionSubscription Form, the ADS Rights Agent shall determine whether the Owner Holder sending such Owner’s Instruction Subscription Form has properly completed and executed such forms form and has submitted the correct payment Deposit Amount for the New ADSs. If such form is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Owner instructing Holder requesting such Owner Holder to amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 below, if If such Owner Holder does not amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such OwnerHolder’s right to purchase New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Holder. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Subscription Forms shall be deemed to be properly completed: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction a Subscription Form in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction Subscription Form or by written communication, the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction Subscription Form submitted therewith has been duly executed by the OwnerHolder, (2) the Owner Holder is the Owner Holder to which such Owner’s Instruction Subscription Form relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the ADS Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 24.2. The ADS Rights Agent is hereby authorized to accept subscriptions for New ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of New ADSs that an owner Holder is entitled to purchase in the ADS Rights Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionSubscription Form, in accordance with the terms thereof and hereof. 34.3. The ADS Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the New ADSs to which the Owner’s Instruction Subscription Form relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner Holder provided that the New ADSs purchased are to be issued in the name of such OwnerHolder; (b) the New ADSs to which the Owner’s Instructions Subscription Form relates are registered in the name of a corporation and the Owner’s Instruction Subscription Form has been executed by an officer of such corporation, provided that the New ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction Subscription Form has been executed by a bank, trust company or broker as agent for the Owner Holder to which such Owner’s Instruction Subscription Form relates, provided that the New ADSs purchased are to be issued in the name of such OwnerHolder; or (d) the New ADSs to which such Owner’s Instructions Subscription Form relates are registered in the name of a decedent and the Owner’s Instruction Subscription Form has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1i) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2ii) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3iii) there is no evidence actually known to the ADS Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. 4.4. In all cases other than those described in Sections 4.3(a) through (d) above, the ADS Rights Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADS Rights Agent may obtain advice from the Company as to whether any such subscriptions may be accepted and the ADS Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Rights Agent be required to accept subscriptions for New ADSs in the absence of such proof in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Subscription Rights in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock and Preferred Stock comprising the Units issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing stockholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and Axxxxx Xxxxxxx (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered total number of Units Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (000) 000-0000, confirmed by e-mail transmission to the Owner by the drawer thereof for any purpose other than the payment Axxxxx.Xxxxxxx@xxxxx.xxx, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than New York City Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation Units Subscribed and the Owner’s Instruction has been executed by an officer number of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beUnits unsubscribed.

Acceptance of Subscriptions. 1. (a) The Company hereby authorizes and directs the ADR Rights Agent is hereby authorized and directed to receive accept subscriptions for New ADSs on behalf of the Company throughout upon payment of the Subscription Period. Any funds that Price and the exercise of ADR Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company Certificates in accordance with Article VI, paragraph 1 the terms thereof and hereof. As promptly as practicable after The Company further authorizes the ADR Rights Agent receives each Owner’s Instructionto refuse to accept, the in its discretion, any improperly completed or unexecuted ADR Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercisedCertificate. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified the ADR Rights Agent shall accept, on or as otherwise notified in writing by the Company prior to before the Expiration Date, except where otherwise specified, any of the following Owner’s Instructions shall be deemed to be properly completedfollowing: (ai) any subscription effected in accordance with the terms of the ADR Rights Certificates and received by the ADR Rights Agent on or before the Expiration Date; (ii) any subscription with respect to which an Owner a subscriber has failed to execute an Owner’s Instruction ADR Rights Certificate in the manner provided by the terms thereof, provided that (1A) the Owner subscriber has indicated on such Owner’s Instruction ADR Rights Certificate, or by written communication, the manner in which the Owner subscriber wishes to subscribe and (2B) proper payment has been made by such Ownersubscriber; (biii) any subscription by payment of the Subscription Price accompanied by a check drawn on a U.S. bank, notwithstanding that such check may not be cleared prior to the Expiration Date, provided, however, that the ADR Rights Agent will not deliver the new ADRs evidencing the New ADSs to the subscribing party until such subscribing party's check has cleared and provided, further, that in the event such party's check does not clear, the ADR Rights Agent shall use its best efforts to sell such New ADSs to cover the payment for such subscription at a public or private sale, at such place or places and upon such terms as it may deem proper, and the ADR Rights Agent may allocate the proceeds of such sales for the account of the subscriber upon an averaged or other practicable basis without regard to any distinctions among such subscribers because of exchange restrictions or otherwise, and provided, further, that if such proceeds of sale are insufficient to cover the payment for such subscription, the Company shall indemnify the ADR Rights Agent against any losses it may incur in the event such check is not cleared by the paying bank; In connection with any funds advanced by the ADR Rights Agent pending clearance (or failure of clearance) of any checks, the Company shall reimburse, and pay, the ADR Rights Agent any and all of its expenses incurred in connection therewith plus interest on all funds advanced as if such advanced funds were in the form of a loan by the ADR Rights Agent to the Company. (iv) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersubscriber, provided provided, that (1a) the Owner’s Instruction submitted ADR Rights Certificate surrendered therewith has been duly executed by the Ownersubscriber, (2b) the Owner subscriber is the Owner to which registered holder of such Owner’s Instruction relatesADR Rights Certificate, (3c) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York the ADR Rights Agent, and is otherwise in order, order and (4d) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner subscriber by the drawer thereof for any purpose other than the payment of the accompanying subscription; (cv) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Ownersuch custodian, if the provisos set forth in clause (biv) above are satisfied; orand (dvii) any subscription by an individual individual, (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Ownersubscriber, if the provisos set forth in clause (biv) above are satisfied. 2. (b) The Company authorizes the ADR Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (ai) the ADSs to which the Owner’s Instruction relates are surrendered ADR Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner registered holder, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; (bii) the ADSs to which the Owner’s Instructions relates are surrendered ADR Rights Certificate is registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the New ADSs purchased subscribed for are to be issued in the name of such corporation;; or (ciii) the Owner’s Instruction surrendered ADR Rights Certificate has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relatesregistered holder thereof, provided that the New ADSs purchased subscribed for are to be issued in the name of such Ownerregistered holder; or (div) the ADSs to which such Owner’s Instructions relates are surrendered ADR Rights Certificate is registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1a) such subscription is for not more than 50 New ADSs, (b) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2c) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York the ADR Rights Agent, and is otherwise in order, and (3d) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the ADR Rights Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADR Rights Agent may obtain advice from the Company or its U.S. counsel as to whether any such subscriptions may be accepted and the ADR Rights Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADR Rights Agent be required to issue such New ADSs in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action. (c) The Company authorizes the ADR Rights Agent to accept customary letters of indemnification from Eligible Institutions with respect to non-conforming aspects of documents delivered in connection with subscriptions for New ADSs.

Acceptance of Subscriptions. 1. The Rights Upon acceptance of a Subscription, the Agent is hereby authorized and directed shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, the Agent shall distribute to the Company the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account and following the Expiration Date issue shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Except to the extent any restricted shares are issued requiring a physical certificate, all of the shares will be issued in book entry (“DRS”) form. The Agent will issue DRS confirmations to each shareholder who exercised the Basic Subscription Right and Over-Subscription Right confirming the number of shares of Common Stock acquired. The Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction in withdrawn, cancelled or terminated the manner provided by the terms thereof, provided that (1) the Owner has indicated on such Owner’s Instruction or by written communicationRights Offering, the manner Agent shall liquidate the segregated account in which the Owner wishes subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Owner;each respective subscribing shareholder who elected to exercise its Rights. (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank of New York and is otherwise in order, and Xxxxxxx X. Xxxxxx (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at 000-000-0000, confirmed by facsimile transmission at , of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any subscription by a custodian event on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporationor before 3:30 p.m., partnership or fiduciary) other than Eastern Daylight Savings Time, on the Ownerfirst full business day following the Expiration Time, if advise the provisos set forth Company Representative in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in shares of Common Stock Subscribed and the Rights Offernumber of shares of Common Stock unsubscribed. In the event the offering includes a guarantee delivery period, pursuant to Article II hereof, such report shall be preliminary and (iii) upon a final report will be provided within one day following the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority expiration of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to beguarantee delivery period.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed Upon acceptance of a Subscription, Continental shall from time to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives time during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “Deposit Account”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 below, if such Owner does not amend its Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions shall be deemed to be properly completedoffering: (a) any subscription Hold all monies received in a dedicated, non-interest bearing account for the benefit of the Company. Promptly following the Expiration Time, Continental shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company the funds from exercise of the Subscription Privileges in such account and following the Expiration Date issue (in physical form or electronically through the facilities of DTC, in each case in a manner approved by the Company) certificates for shares of Common Stock issuable with respect to which an Owner Subscriptions that have been accepted. Continental will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Continental. In the event that the Rights Offering is not consummated because the Company has failed to execute an Owner’s Instruction withdrawn, cancelled or terminated the Rights Offering, Continental shall, upon the receipt of the Liquidation Letter in the manner provided form attached hereto as Exhibit 4 and executed by the terms thereofCompany, provided that (1) liquidate the Owner has indicated on such Owner’s Instruction or by written communication, the manner segregated account in which the Owner wishes Subscription monies were held as promptly as practicable and distribute the funds to subscribe and (2) proper payment has been made by such Ownereach respective Subscribing Record Holder who elected to exercise its Rights; (b) any subscription Advise the Company daily by an individual (facsimile transmission and not confirm by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and letter to the order attention of The Bank Jxxx X. Xxxxxxxx, President, Chief Executive Officer and Acting Chief Financial Officer of New York and is otherwise in order, and the Company (4the “Company Representative”) there is no evidence actually known as to the Rights Agent indicating that such check was delivered to total number of shares of Common Stock Subscribed for and the Owner amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by the drawer thereof for any purpose other than the payment telephone at (000) 000-0000, ext. 101, confirmed by facsimile transmission at (000) 000-0000, of the accompanying subscription;amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above from each Subscribing Record Holder, with cumulative totals; and (c) As promptly as possible but in any subscription by event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, deliver to the Company Representative a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth report in clause accordance with (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the number of shares Subscribed and the number of shares of Common Stock unsubscribed; provided, however, that a final report will be delivered to the Company (i) on as promptly as possible following the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereofTime. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 14.1. The ADS Rights Agent is hereby authorized and directed to receive subscriptions for New ADSs relating to newly issued Shares on behalf of the Company throughout the Subscription Period. Record Owners shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Record Owners in respect of payments for New ADSs shall be deposited in an interest bearing account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Owner’s InstructionSubscription Form, the ADS Rights Agent shall determine whether the Record Owner sending such Owner’s Instruction Subscription Form has properly completed and executed such forms form and has submitted the correct payment Deposit Amount for the New ADSs. If such form is not properly completed, is unexecuted or, or if such Record Owner did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Record Owner instructing requesting such Record Owner to amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 below, if such Record Owner does not amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Record Owner’s right to purchase New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Record Owner. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Subscription Forms shall be deemed to be properly completed: (a) any subscription with respect to which an a Record Owner has failed to execute an Owner’s Instruction a Subscription Form in the manner provided by the terms thereof, provided that (1) the Record Owner has indicated on such Owner’s Instruction Subscription Form or by written communication, the manner in which the Record Owner wishes to subscribe and (2) proper payment has been made by such Record Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Record Owner, provided that (1) the Owner’s Instruction Subscription Form submitted therewith has been duly executed by the Record Owner, (2) the Record Owner is the Record Owner to which such Owner’s Instruction Subscription Form relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the ADS Rights Agent indicating that such check was delivered to the Record Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Record Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Record Owner, if the provisos set forth in clause (b) above are satisfied. 24.2. The ADS Rights Agent is hereby authorized to accept subscriptions for New ADSs relating to newly issued Shares on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II hereof, and (iii) upon the proper completion and execution of the Owner’s Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s Instructions relates are registered in the name of a corporation and the Owner’s Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s Instructions relates are registered in the name of a decedent and the Owner’s Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.,

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs Common Stock on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners Holders in respect of payments for ADSs Common Stock shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s Holder's Instruction, the Rights Agent shall determine whether the Owner Holder sending such Owner’s Holder's Instruction has properly completed and executed such forms and will confirm with the Company that the Holder has submitted the correct payment for the ADSsCommon Stock. If such form is not properly completed, is unexecuted or, if such Owner Holder did not send the correct payment amount then the Rights Agent will send a notice to such Owner Holder instructing such Owner Holder to amend its Owner’s Holder's Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 belowof this Article IV, if such Owner Holder does not amend its Owner’s Holder's Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s Holder's right to purchase ADSs Common Stock in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Holder's Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s a Holder's Instruction in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Holder's Instruction or by written communication, the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Holder's Instruction submitted therewith has been duly executed by the OwnerHolder, (2) the Owner Holder is the Owner Holder to which such Owner’s Holder's Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs shares of Common Stock on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs shares that an owner a holder is entitled to purchase in the Rights Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s Holder's Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs shares to which the Owner’s Holder's Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner Holder provided that the ADSs shares purchased are to be issued in the name of such OwnerHolder; (b) the ADSs shares to which the Owner’s Holder's Instructions relates are registered in the name of a corporation and the Owner’s Holder's Instruction has been executed by an officer of such corporation, provided that the ADSs shares purchased are to be issued in the name of such corporation; (c) the Owner’s Holder's Instruction has been executed by a bank, trust company company, broker or broker other nominee as agent for the Owner Holder to which such Owner’s Holder's Instruction relates, provided that the ADSs shares purchased are to be issued in the name of such OwnerHolder; or (d) the ADSs shares to which such Owner’s Holder's Instructions relates are registered in the name of a decedent and the Owner’s Holder's Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs shares are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.

Acceptance of Subscriptions. 14.1. The Rights ADS Warrant Agent is hereby authorized and directed to receive subscriptions for New ADSs on behalf of the Company throughout the Subscription Period. Holders shall make payment to the ADS Warrant Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Warrant Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the Rights ADS Warrant Agent receives during the Subscription Period from Owners Holders in respect of payments for New ADSs shall be deposited in an interest bearing account at the Rights ADS Warrant Agent that the Rights ADS Warrant Agent designates solely for such purpose (the “Deposit Account”). Such ) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the Rights ADS Warrant Agent receives each Owner’s InstructionSubscription Form, the Rights ADS Warrant Agent shall determine whether the Owner Holder sending such Owner’s Instruction Subscription Form has properly completed and executed such forms form and has submitted the correct payment Deposit Amount for the New ADSs. If such form is not properly completed, is unexecuted or, or if such Owner Holder did not send the correct payment amount Deposit Amount, then the Rights ADS Warrant Agent will send a notice to such Owner instructing Holder requesting such Owner Holder to amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 below, if If such Owner Holder does not amend correct its Owner’s Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such OwnerHolder’s right to purchase New ADSs in the Rights ADS Warrants Offer shall be deemed to be unexercisedunexercised and the ADS Warrant Agent shall promptly refund the amount deposited to such Holder. The ADS Warrant Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s Instructions Subscription Forms shall be deemed to be properly completed: (a) any subscription with respect to which an Owner a Holder has failed to execute an Owner’s Instruction a Subscription Form in the manner provided by the terms thereof, provided that (1) the Owner Holder has indicated on such Owner’s Instruction Subscription Form or by written communication, the manner in which the Owner Holder wishes to subscribe and (2) proper payment has been made by such OwnerHolder; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, provided that (1) the Owner’s Instruction Subscription Form submitted therewith has been duly executed by the OwnerHolder, (2) the Owner Holder is the Owner Holder to which such Owner’s Instruction Subscription Form relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights ADS Warrant Agent indicating that such check was delivered to the Owner Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the OwnerHolder, if the provisos set forth in clause (b) above are satisfied. 24.2. The Rights ADS Warrant Agent is hereby authorized to accept subscriptions for New ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of New ADSs that an owner Holder is entitled to purchase in the Rights ADS Warrants Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s InstructionSubscription Form, in accordance with the terms thereof and hereof. 34.3. The Rights ADS Warrant Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the New ADSs to which the Owner’s Instruction Subscription Form relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner Holder provided that the New ADSs purchased are to be issued in the name of such OwnerHolder; (b) the New ADSs to which the Owner’s Instructions Subscription Form relates are registered in the name of a corporation and the Owner’s Instruction Subscription Form has been executed by an officer of such corporation, provided that the New ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s Instruction Subscription Form has been executed by a bank, trust company or broker as agent for the Owner Holder to which such Owner’s Instruction Subscription Form relates, provided that the New ADSs purchased are to be issued in the name of such OwnerHolder; or (d) the New ADSs to which such Owner’s Instructions Subscription Form relates are registered in the name of a decedent and the Owner’s Instruction Subscription Form has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (1i) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (2ii) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3iii) there is no evidence actually known to the Rights ADS Warrant Agent indicating that such person is not the duly authorized representative which such person purports to be. 4.4. In all cases other than those described in Sections 4.3(a) through (d) above, the ADS Warrant Agent will be required to obtain all necessary proof of authority to sign in connection with subscriptions for New ADSs; provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the ADS Warrant Agent may obtain advice from the Company as to whether any such subscriptions may be accepted and the ADS Warrant Agent shall have no liability whatsoever in the event it acts in good faith in accordance with such advice nor shall the ADS Warrant Agent be required to accept subscriptions for New ADSs in the absence of such proof in the event it does not receive such advice from the Company prior to the Expiration Date and shall have no liability whatsoever for any such action.

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Owners in respect of payments for ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the “"Deposit Account”). Such ") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Owner’s 's Instruction, the Rights Agent shall determine whether the Owner sending such Owner’s 's Instruction has properly completed and executed such forms and has submitted the correct payment for the ADSs. If such form is not properly completed, is unexecuted or, if such Owner did not send the correct payment amount then the Rights Agent will send a notice to such Owner instructing such Owner to amend its Owner’s 's Instruction or submit the proper payment amount, as the case may be. Except as otherwise set forth in paragraph 3 belowthis Article IV, if such Owner does not amend its Owner’s 's Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Owner’s 's right to purchase ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Owner’s 's Instructions shall be deemed to be properly completed: (a) any subscription with respect to which an Owner has failed to execute an Owner’s 's Instruction in the manner provided by the terms thereof, provided that (1) the 1)the Owner has indicated on such Owner’s 's Instruction or by written communication, the manner in which the Owner wishes to subscribe and (2) proper 2)proper payment has been made by such Owner; (b) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, provided that (1) the Owner’s 's Instruction submitted therewith has been duly executed by the Owner, (2) the Owner is the Owner to which such Owner’s 's Instruction relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order, and (4) there is no evidence actually known to the Rights Agent indicating that such check was delivered to the Owner by the drawer thereof for any purpose other than the payment of the accompanying subscription; (c) any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Owner, if the provisos set forth in clause (b) above are satisfied; or (d) any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Owner, if the provisos set forth in clause (b) above are satisfied. 2. The Rights Agent is hereby authorized to accept subscriptions for ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of ADSs that an owner is entitled to purchase in the Rights Offer, pursuant to Article II VI hereof, and (iii) upon the proper completion and execution of the Owner’s 's Instruction, in accordance with the terms thereof and hereof. 3. The Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (a) the ADSs to which the Owner’s 's Instruction relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Owner provided that the ADSs purchased are to be issued in the name of such Owner; (b) the ADSs to which the Owner’s 's Instructions relates are registered in the name of a corporation and the Owner’s 's Instruction has been executed by an officer of such corporation, provided that the ADSs purchased are to be issued in the name of such corporation; (c) the Owner’s 's Instruction has been executed by a bank, trust company or broker as agent for the Owner to which such Owner’s 's Instruction relates, provided that the ADSs purchased are to be issued in the name of such Owner; or (d) the ADSs to which such Owner’s 's Instructions relates are registered in the name of a decedent and the Owner’s 's Instruction has been executed by a person who purports to act as the executor or administrator of such decedent’s 's estate, provided that (1) the ADSs are to be issued in the name of such person as executor or administrator of such decedent’s 's estate, (2) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (3) there is no evidence actually known to the Rights Agent indicating that such person is not the duly authorized representative which such person purports to be. (e) ADS Holders will only receive a whole number of ADS Rights. The Rights Agent will aggregate and arrange for the sale of any right to subscribe any Shares underlying the fractional ADS Rights, and will distribute the net proceeds, if any, of such sale pro rata to the ADS Holders entitled to them