Common use of Form and Execution of Subscription Certificates Clause in Contracts

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable. The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following only if non-transferable: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, a number of shares of Common Stock equal to one share of Common Stock for every one Right (the “Primary Subscription Right”); and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). B. Create a special account for the issuance of shares of Common Stock to shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and that they are “covered securities” under Section 18 of the Securities Act; and (2) Validly issued, fully paid and non-assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable. The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following only if non-transferablefollowing: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, a number of shares of Common Stock equal to one a fraction of a share of Common Stock (with such fraction to be specified in the Prospectus) for every one Right held (the “Primary Subscription Right”), with fractional shares resulting from the exercise of Rights being eliminated by rounding down to the nearest whole share; and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). B. Create a special account for the issuance of shares of Common Stock to shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel, which opinion may be subject to the customary qualifications of counsel and the receipt by counsel of appropriate certificates from the Company, to set up the reserve of shares. The opinion shall state that all shares of Common Stock to be issued pursuant to the exercise of the Rights are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 19331933 (the “Securities Act”), as amended (2) To the best of counsel’s actual knowledge, and that they are “covered securities” registered, qualified, or subject to a valid exemption from registration or qualification under Section 18 of the Securities Actapplicable state securities law; and (23) Validly issued, fully paid and non-assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable. The Agent shall, in its capacity as Transfer Agent subscription certificate agent (the “Subscription Certificate Agent”) of the CompanyFund, maintain a register of Subscription Certificates and based on the holders of record thereof provided to the Agent by the transfer agent of the Fund (each of whom shall be deemed a “Common Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the entitle: (1) each Common Shareholder in whose name it is recorded recorded, and each transferee who purchases or otherwise receives a Subscription Certificate upon the terms set forth in the Prospectus (a “Transferee”) to the following only if non-transferable: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Periodsubscription period, as defined in the Prospectus, at the subscription price per Common Share (the “Subscription Price, as defined ”) and upon the other terms and conditions set forth in the Prospectus, a number of shares of Common Stock Shares equal to one share of Common Stock Share for every one Right three Rights held (the “Primary Subscription Right”); and (2) With respect a Common Shareholder who fully exercises all Rights issued to Record Date Shareholders onlyit (other than those Rights to acquire less than one Common Share, the right which cannot be exercised) to subscribe for additional shares of Common StockShares which were not subscribed for, subject to the availability of such shares certain limitations and subject to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). B. Create a special account . For the avoidance of doubt, investors who are not Common Shareholders, but who otherwise acquire Rights to purchase Common Shares, are not entitled to subscribe for the issuance of shares of Common Stock to shareholders who have exercised the rights set forth herein. Prior Shares pursuant to the issuance of Over-Subscription Privilege. If sufficient Common Stock as set forth hereinShares are available, all eligible Common Shareholders’ over-subscription requests will be honored in full. If these requests for Common Shares exceed the Common Shares available, the Company shall provide an opinion available Common Shares will be allocated pro rata among Common Shareholders who over-subscribe based on the number of counsel Rights originally issued to set up reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under them by the Securities Act of 1933, as amended, and that they are “covered securities” under Section 18 of the Securities Act; and (2) Validly issued, fully paid and non-assessableFund.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable. The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following only if non-transferablefollowing: (1) With respect to Record Date Shareholders only, the right to acquire during prior to the Subscription Period, Expiration Date (as defined in the Prospectusherein), at the Subscription Pricesubscription price, as defined in the Prospectus, a number of shares of Common Stock equal to one share the ratio of shares of Common Stock for every one Right specified in the Prospectus (the “Primary Subscription Right”); and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and shares,to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus, and the subscription limitation, as defined in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). B. Create a special account for the issuance of shares of Common Stock to shareholders Shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up the reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 19331933 (the “Securities Act”), as amended, and all appropriate state securities law filings have been made with respect to the shares, or alternatively, that they the shares are “covered securities” under Section 18 of the Securities Act; and (2) Validly issued, fully paid and non-assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferabletransferable in accordance with the terms set forth in the Prospectus and as indicated on the back of each Subscription Certificate. The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders of record thereof thereof. Each Subscription Certificate shall, subject to the provisions thereof, entitle the holder of record and each transferee who purchases or otherwise receives a Subscription Certificate upon the terms set forth in the Prosectus (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder ) in whose name it is recorded to the following only if non-transferablefollowing: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, subscription period (as defined such term is used in the Prospectus, the “Subscription Period”), at the Subscription Price, subscription price (as defined such term is used in the Prospectus, the “Subscription Price”), a number of shares of Common Stock equal to one share 0.20 shares of Common Stock for every one Right (the “Primary Subscription Right”); and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise the over-subscription privilege as such term is used in the Prospectus, the “Over-Subscription Rights on the basis specified in the ProspectusPrivilege”); provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”)her. B. Create a special account for the issuance of shares of Common Stock to shareholders Shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and that they are “covered securities” under Section 18 of all appropriate state securities law filings have been made with respect to the Securities Actshares; and (2) Validly issued, fully paid and non-assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable [and non-transferable]. The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following [only if non-transferable]: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, a number of shares of Common Stock equal to one share of Common Stock for every one Right (the “Primary Subscription Right”); and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). B. Create a special account for the issuance of shares of Common Stock to shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and that they are “covered securities” under Section 18 of all appropriate state securities law filings have been made with respect to the Securities Actshares; and (2) Validly issued, fully paid and non-assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferableirrevocable. The Agent shall, in its capacity as Transfer Agent of the CompanyFund, maintain a register of Subscription Certificates and the holders of record thereof (each of whom shall be deemed a “"Shareholder” " hereunder for purposes of determining the rights of holders of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following [only if non-transferable]: (1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, a number of shares of Common Stock equal to one share of Common Stock for every one [] Right (the “"Primary Subscription Right”"); and (2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “"Over-Subscription Privilege”"). B. Create a special account for the issuance of shares of Common Stock to shareholders who have exercised the rights set forth herein. Prior to the issuance of Common Stock as set forth herein, the Company Fund shall provide an opinion of counsel to set up reserve of shares. The opinion shall state that all shares are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and that they are “covered securities” under Section 18 of all appropriate state securities law filings have been made with respect to the Securities Actshares; and (2) Validly issued, fully paid and non-assessable.