Over-Subscription Privilege Clause Samples

Over-Subscription Privilege. If any shares of Common Stock available for purchase in the Offering are not subscribed for by Record Date Stockholders pursuant to the Basic Subscription (the "Remaining Shares"), a Record Date Stockholder that has exercised fully its Rights pursuant to the Basic Subscription may subscribe for a number of Remaining Shares, on the terms and subject to the conditions set forth in the section of the Prospectus entitled “The Offer,” including as to proration. These over-subscription privileges are referred to collectively as the "Over-Subscription Privilege." The Agent shall advise the Company immediately upon the completion of the allocation set forth above as to the total number of shares subscribed and distributable.

Over-Subscription Privilege. (i) Any Holder that exercises such Holder’s Warrant(s) in full from and after the Effective Date until the applicable Expiration Date (the “Over-Subscription Period” and the last day of such period, the “Over-Subscription Deadline”), may, but is not obligated to, elect in the relevant Election to Purchase, subject to the terms set forth in this Section 6(b), to subscribe for any or all of the shares of Common Stock issuable pursuant to any outstanding but unexercised Warrants as of the Over-Subscription Deadline (the “Over-Subscription Privilege”). The number of shares of Common Stock that will be available in the aggregate to all Holders that exercise their Warrants pursuant to the Over-Subscription Privilege with respect to the Warrants will be the number of shares of Common Stock which are not subscribed for as of the Over-Subscription Deadline pursuant to the Basic Warrant Exercise Rights in respect of all outstanding but unexercised Warrants as of the Over-Subscription Deadline (such number of shares, the “Under-Subscribed Shares”). (ii) If the total number of Elected Over-Subscription Shares (as defined below) exceeds the Under-Subscribed Shares, each Holder who exercises the Over-Subscription Privilege in connection with the exercise of Warrants during the Over-Subscription Period will be allocated, with respect to each Election to Purchase, a pro rata percentage of the Under-Subscribed Shares equal to the percentage (the “Pro Rata Share”) that results from dividing (x) the number of Warrants exercised by such Holder pursuant to the relevant Election to Purchase during the Over-Subscription Period by (y) the number of Warrants exercised during the Over-Subscription Period by all Holders who elect to participate in the Over-Subscription Privilege, and the number of shares of Common Stock so allocated to such Holder in respect of such Election to Purchase will be the product (rounded down to the nearest whole multiple of a share) of (A) the Pro Rata Share and (B) the Under-

Over-Subscription Privilege. Shareholders who fully exercise the Rights initially issued to them will be entitled to the additional privilege of subscribing for and purchasing any Units not acquired by other holders of Rights (the "Over-Subscription Privilege"). The terms and conditions of the Over-Subscription Privilege are more fully set forth in the Prospectus included as a part of the Registration Statement (as defined below). The Company may also issue and sell additional Units to fill excess over-subscriptions after all of the Rights are exercised through the primary subscription or through the over-subscription privilege ("Excess Over-Subscription Units").

Over-Subscription Privilege. If any shares of Common Stock available for purchase in the Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription (the "Remaining Shares"), a Record Date Stockholder that has exercised fully its Rights pursuant to the Basic Subscription may subscribe for a number of Remaining Shares, on the terms and subject to the conditions set forth in the section of the Prospectus entitled “The Offer,” including as to proration. In addition, any Rights Holder other than a Record Date Stockholder who exercises Rights is entitled to subscribe for any Remaining Shares that are not otherwise subscribed for by Record Date Stockholders pursuant to their over-subscription privilege, on the terms and subject to the conditions set forth in the section of the Prospectus entitled “The Offer,” including as to proration. These over-subscription privileges are referred to collectively as the "Over-Subscription Privilege." The Agent shall advise the Company immediately upon the completion of the allocation set forth above as to the total number of shares subscribed and distributable.

Over-Subscription Privilege. The Dealer Manager agrees to pay the Soliciting Fees to the broker dealers designated on the applicable portion of the form used by the Holder to exercise Rights and the Over-Subscription Privilege, and if no broker- dealer is so designated pursuant to the terms of the Soliciting Dealer Agreement, then the Dealer Manager shall retain such Soliciting Fees for Shares issued pursuant to the exercise of Rights and Over-Subscription Privilege. Payment to the Dealer Manager by the Company will be in the form of a wire transfer of same day funds to an account or accounts identified by the Dealer Manager. Such payment will be made on each date on which the Company issues Shares after the Expiration Date. Payment to a Soliciting Dealer will be made by check to an address identified by such broker-dealer. Such payments shall be made on or before the tenth business day following each date on which the Company issues Shares after the Expiration Date.

Over-Subscription Privilege. To the extent Holders do not exercise all of the Subscription Rights issued to them pursuant to the Basic Subscription Privilege, any Underlying Shares represented by such Subscription Rights will be offered by means of the Over-Subscription Privilege to the Holders who wish to acquire more than the number of Underlying Shares to which they are entitled. Holders may indicate, on the Subscription Certificate that they submit with respect to the exercise of the Subscription Rights issued to them, how many Underlying Shares they desire to purchase pursuant to the Over-Subscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all Over-Subscription requests will be honored in full. If sufficient Underlying Shares are not available to honor all Over-Subscription requests, the available shares will be allocated pro rata (subject to elimination of fractional shares) among Holders who exercise the Over-Subscription Privilege based on the ratio that the number of available shares bears to the total number of shares which all Holders who exercise the Over-Subscription Privilege seek to purchase on the basis specified in the Prospectus.

Over-Subscription Privilege. If you have exercised ALL of your warrants under the Basic Warrant Exercise Rights, you are entitled to subscribe for additional shares that remain unsubscribed by other warrant holders, subject to allocation and availability. Number of Additional Shares Requested: (E) Payment for Over-Subscription (E x $4.75): $ (F) Total Basic Warrant Exercise Payment: $ (D from above) Total Over-Subscription Payment: $ (F from above) TOTAL PAYMENT DUE: $ (sum of above) ☐ Wire Transfer (Wire instructions will be provided upon receipt of this form) ☐ Check/Bank Draft (Make payable to "Computershare Trust Company, N.A." All trackable mail, including Overnight Delivery: Computershare Trust Company, N.A.

Over-Subscription Privilege. Shareholders of the Company, participating in the Rights Offering shall be permitted to subscribe for and purchase, on a pro rata basis, shares not subscribed for by other shareholders of the Company (the “Oversubscription Right”).

Over-Subscription Privilege. Number of $1,000 principal amount notes subscribed for pursuant to the over-subscription privilege: ____________ x $1,000 = $_______________ payment. By exercising the over-subscription privilege, the undersigned represents and certifies that the undersigned has fully exercised its basic subscription privilege.