Common use of Duties of Subscription Agent Clause in Contracts

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company. 3.2 Promptly after Agent receives the Record Stockholders List, Agent shall: (a) deliver or cause to be delivered, either by email or by first class mail, as the company shall instruct, the following: (i) if by first class mail, then to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on file, (A) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), (B) a copy of the prospectus and (C) a return envelope addressed to Agent. (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver or cause to be delivered, or send via first class mail or email, as the Company shall instruct, to each holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from delivering the Subscription Form to any holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time in accordance with the Subscription Form. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record Date, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary; (ii) If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or (iii) If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common Stock is to be issued in the name of such corporation. (f) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholder. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to: (a) Issue the Rights Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be deliveredmailed, or send via first class mail or email, as the Company shall instructby air mail, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern New York City Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock and Warrants when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed for. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed for. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company. 3.2 Promptly after Agent receives the Record Stockholders List, Agent shall: (a) deliver or cause to be delivered, either by email or by first class mail, as the company shall instruct, the following: (i) if by first class mail, then to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on file, (A) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), (B) a copy of the prospectus and (C) a return envelope addressed to Agent. (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver or cause to be delivered, or send via first class mail or email, as the Company shall instruct, to each holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from delivering the Subscription Form to any holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m.5:00 p.m., Eastern Time, on July 18March 30, 20242023. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time in accordance with the Subscription Form. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record Date, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary; (ii) If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or (iii) If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common Stock is to be issued in the name of such corporation. (f) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholder. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company. 3.2 Promptly after Agent receives the Record Stockholders List, Agent shall: (a) deliver or cause to be delivered, either by email or by first class mail, as the company shall instruct, the following: (i) if by first class mail, then to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on file, (A) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), (B) a copy of the prospectus and (C) a return envelope addressed to Agent. (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver or cause to be delivered, or send via first class mail or email, as the Company shall instruct, to each holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from delivering the Subscription Form to any holder of record of the Common Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on July 18, 2024__________. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time in accordance with the Subscription Form. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record Date, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary; (ii) If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or (iii) If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common Stock is to be issued in the name of such corporation. (f) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholder. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will Certificates. No acceptance of such Subscriptions shall be rejected and returned to effective without the applicable shareholderCompany’s approval under this Section 3(h). (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i"DTC") if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern ____________________________ Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of namesof, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual's executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern New York City Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock and Preferred Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected Certificates. To that end, Continental acknowledges that certain Section 382 Rights Agreement, dated as of August 14, 2020, between the Company and returned Continental (“Rights Agreement”), which would have dilutive effects on certain stockholders of the Company in the event a Distribution Date were to occur under the applicable shareholder. (h) Rights Agreement. Continental and the Company shall provide an opinion coordinate the acceptance of counsel prior Subscriptions with the intent to avoid the Expiration Time to set up occurrence of a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, Distribution Date under the 1933 ActRights Agreement, and all appropriate state securities law filings have been made with respect to no acceptance of Subscriptions shall be effective without the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” Company’s approval under this Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable3(h).

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to: (a) Issue the Rights Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be deliveredmailed, or send via first class mail or email, as the Company shall instructby air mail, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern New York City Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed for. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed for. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced by it, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request at least three business days prior to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Date. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Rights Expiration Time Date of Rights in accordance with the terms of the Certificates and the Prospectus and accept Subscriptions in the Public Offering on or prior to the Offering Expiration Date upon the due execution of a Subscription FormAgreement (including payment of the Subscription Price). (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Accept Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on in the Record DateRights Offering, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereofagent, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document Refer to the Company, for specific instructions as to acceptance or Electronic Instructionrejection, received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined Subscriptions in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions Rights Offering received after the Rights Expiration Time. Date, Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Saving Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or delivery (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. The Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 As Subscription Agent, the Agent shall issue is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after the Agent receives the Record Stockholders Shareholders List, the Agent shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder shareholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Tthe Agent shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder shareholder subject to such stockholder shareholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such shareholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall deliver a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus. (d) Subject to the next sentence, accept Subscriptions from shareholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by the Agent of an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to the Agent, accompanied by payment of the Subscription FormPrice for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and the Agent shall withhold delivery of the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept Subscriptions from persons who were registered holders of Common Stock on the Record DateAccept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation; or (iv) if the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (f) Each document or Electronic Instruction, received by Agent relating Refer to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined in the offering documents. (g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileStates, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and CanadaStates, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct Prospectus (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent documents to register the assignment or transfer thereof and (ii) with certificates for shares of the Additional Common Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Common Stock is to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholderCertificates. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue As Subscription Agent, Continental is authorized and directed to perform the Rights following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s)issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. 3.2 (b) Promptly after Agent Continental receives the Record Stockholders List, Agent Continental shall: (ai) deliver mail or cause to be deliveredmailed, either by email or by first class mail, as or deliver (which delivery may be done electronically through the company shall instruct, facilities of the following: Depository Trust Company (i“DTC”) if by first class mail, then or otherwise) to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada with no valid email address on fileCanada, (Ai) a subscription form with respect to Certificate evidencing the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”)Rights Offering, (Bii) a copy of the prospectus Prospectus, and (Ciii) a return envelope addressed to the Subscription Agent.; and (ii) If by email, as directed by Company, then to each holder of record of the Outstanding Stock on the Record Date with a valid email address, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”) a copy of the information statement or prospectus and (b) At the direction of Company, deliver mail or cause to be delivered, or send via first class mail or email, as the Company shall instructmailed, to each holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectusProspectus. Agent Continental shall refrain from delivering the Subscription Form mailing Certificates issuable to any holder of record of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise or other disposition of the Rights described thereinevidenced thereby, and effect follow the exercise, sale or delivery instructions of such stockholder for the exercise of such Rights in accordance with the terms of this Agreement if notice of such arrangements is instructions are received at or before 11:00 a.m., Eastern Daylight Savings Time, on July 18, 2024. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as at least three business days prior to the number of shares of the Additional Common Stock, if any, Agent is authorized to issueExpiration Time. (c) Upon request by Company, Agent shall Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the prospectus, either by first class mail or by email, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) Prospectus with certificates for shares of the Additional Common Stock when such are issued to persons other than the registered holder of the RightsCertificate. (d) Agent shall accept Accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time of Rights in accordance with the Subscription Formterms of the Certificates and the Prospectus. (e) With respect Subject to Subscriptions for shares of Additional Common Stockthe next sentence, Agent shall accept Subscriptions from persons who were registered holders stockholders whose Certificates are alleged to have been lost, stolen, or destroyed upon receipt by Continental of Common Stock an affidavit of theft, loss, or destruction and a bond of indemnity in form and substance reasonably satisfactory to Continental, accompanied by payment of the Subscription Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other applicable requirements, stop orders shall be placed on said Certificates and Continental shall withhold delivery of the Record DateRights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the Certificates have not otherwise been purported to have been exercised or otherwise surrendered. (f) Accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives representatives, or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) If if the Right Certificate is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciaryby, provided, that and the Additional Common Stock is Rights are to be issued in the name of of, such fiduciary; (ii) If if the Right Certificate is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that provided the Additional Common Stock certificate representing the Rights is to be issued in the names of of, and is to be delivered to, such joint tenants; or; (iii) If if the Right Certificate is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer officer, or agent thereof, provided, that provided the Additional Common Stock is Rights are to be issued in the name of such corporation.; or (fiv) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at if the applicable electronic or physical address(es) as outlined Certificate is registered in the offering documentsname of an individual and is executed by a person purporting to act as such individual’s executor, administrator, or personal representative, provided, the Rights are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is not the duly authorized representative that he purports to be. (g) Agent shall, absent specific Accept Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another national securities exchange or by a commercial bank or trust company having an office in the United States and mutually agreed upon instructions between Agent and accompanied by proper payment for the total number of Rights Subscribed. (h) Refer to the Company, follow its normal and customary procedures with respect for specific instructions as to the acceptance or rejection of all rejection, Subscriptions received after the Expiration Time. , Subscriptions not authorized to be accepted pursuant to this Section 3 accepted, and Subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the Subscription Form will be rejected Certificates. To that end, Continental acknowledges that certain Rights Agreement, dated as of December 5, 2016, between the Company and returned Continental, as amended (“Rights Agreement”), which would have dilutive effects on certain stockholders of the Company in the event a Distribution Date were to occur under the applicable shareholder. (h) Rights Agreement. Continental and the Company shall provide an opinion coordinate the acceptance of counsel prior Subscriptions with the intent to avoid the Expiration Time to set up occurrence of a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, Distribution Date under the 1933 ActRights Agreement, and all appropriate state securities law filings have been made with respect to no acceptance of Subscriptions shall be effective without the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” Company’s approval under this Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable3(h).