Common use of Over-Subscription Clause in Contracts

Over-Subscription. If, after allocation of shares of Common Stock to Record Date Shareholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the “Remaining Shares”) to shareholders who have exercised all the Rights initially issued to them and who wish to acquire more than the number of shares for which the Rights issued to them are exercisable. Shares subscribed for pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares pro rata among the Record Date Shareholders exercising the Over-Subscription Privilege in proportion to the number of shares of Common Stock each of those Record Date Shareholders owned on the Record Date, relative to the number of shares owned on the Record Date by all Record Date Shareholders exercising the Over-Subscription Privilege. If this pro rata allocation results in any Record Date Shareholder receiving a greater number of shares of Common Stock than the Record Date Shareholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such Record Date Shareholder will be allocated only that number of shares for which the Record Date Shareholder over-subscribed, and the remaining shares will be allocated among all other Record Date Shareholders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all shares of Common Stock have been allocated. The percentage of Remaining Shares each over-subscribing Record Date Shareholder or other Rights holder may acquire will be rounded up or down to result in delivery of whole shares of Common Stock. 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. IfRights If the holder of a Subscription Right fully exercises its Subscription Rights and other holders do not fully exercise their Subscription Rights, after allocation such holder will have an over-subscription right that entitles it to purchase, at the same Subscription Price, additional shares of Class B Common Stock that remain unsubscribed at the Expiration Date. Each holder who fully exercises its Subscription Right shall be entitled to indicate the number of additional shares of Class B Common Stock to be purchased by such holder pursuant to its over-subscription right. If an insufficient number of shares of Class B Common Stock are available to Record Date Shareholdersfully satisfy all over-subscription right requests (i.e., there remain unexercised Rights, then if the Agent shall allot additional shares would otherwise exceed the shares issuable upon exercise total Share Purchase Numbers of such unexercised all Subscription Rights (the “Remaining Shares”) to shareholders who have exercised all issued in the Rights initially issued to them and Offering), the available shares of Class B Common Stock issuable will be distributed proportionately among rights holders who wish to acquire more than exercise their over-subscription right, based on the number of shares each holder initially subscribed for which under the subscription right. Subscription Price A price to be determined by a special committee of the Board of Directors of the Company. The price will be set at a level which, in the good faith discretion of the special committee reflects as of the date of determination a sufficient discount from recent trading prices of the Class B Common Stock to achieve broad based participation on the part of shareholders of the Company in the Rights issued to them are exercisable. Shares subscribed for pursuant to Offering; provided, however, that the Over-Subscription Privilege will Price shall not be allocated in the amounts higher than $6.15 per share of such over-subscriptions. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares pro rata among the Record Date Shareholders exercising the Over-Subscription Privilege in proportion to the number of shares of Common Stock each of those Record Date Shareholders owned on the Record Date, relative to the number of shares owned on the Record Date by all Record Date Shareholders exercising the Over-Subscription Privilege. If this pro rata allocation results in any Record Date Shareholder receiving a greater number of shares of Common Stock than the Record Date Shareholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such Record Date Shareholder will be allocated only that number of shares for which the Record Date Shareholder over-subscribed, and the remaining shares will be allocated among all other Record Date Shareholders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all shares of Common Stock have been allocated. The percentage of Remaining Shares each over-subscribing Record Date Shareholder or other Rights holder may acquire will be rounded up or down to result in delivery of whole shares of Class B Common Stock. The Agent aggregate Subscription Price for the offering shall advise in no event exceed $100,000,000. Record Date The Record Date for the Company immediately upon Rights Offering will be set by the completion Board of Directors in accordance with the applicable requirements of the allocation NASDAQ listing rules. Expiration Date The Rights Offering will expire at 5:00 p.m., Eastern Time, on a date set forth above as by the Board of Directors, which will be no more than 25 days after the commencement of the Rights Offering, subject to the total number of shares subscribed and distributableextension or earlier termination.

Over-Subscription. If, after allocation of shares of Common Stock to Record Date Shareholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the “"Remaining Shares”") to shareholders who have exercised all the Rights initially issued to them and who wish to acquire more than the number of shares for which the Rights issued to them are exercisable. Shares subscribed for pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares pro rata among the to Record Date Shareholders exercising the Over-Subscription Privilege in proportion to based on the number of shares of Common Stock each of those Record Date Shareholders owned on the Record Date, relative to the number of shares owned on the Record Date by all Record Date Shareholders exercising the Over-Subscription Privilege. If this pro rata allocation results in any Record Date Shareholder receiving a greater number of shares of Common Stock than the Record Date Shareholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such Record Date Shareholder will be allocated only that number of shares for which the Record Date Shareholder over-subscribed, and the remaining shares will be allocated among all other Record Date Shareholders exercising the his or her Over-Subscription Privilege on purchased pursuant to his or her Primary Subscription; provided, however, that the same pro rata basis described above. The proration process Agent will be repeated until all not allocate more shares of Common Stock have been allocatedto a Record Date Shareholder than such Record Date Holder has actually subscribed and paid for. The percentage of Remaining Shares each over-subscribing Record Date Shareholder or other Rights holder may acquire will be rounded up or down to result in delivery of whole shares of Common Stock. 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. If, after allocation of shares of Common Stock Series A Preferred Shares to Record Date ShareholdersStockholders or transferees, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the “"Remaining Shares”") to shareholders Stockholders who have exercised all their Rights pursuant to the Rights initially issued to them Basic Subscription Privilege and who wish to acquire more than Series A Preferred Shares pursuant to the number of shares for which the Rights issued to them are exercisableOver-Subscription Privilege. Shares subscribed for pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares pro rata among the Record Date Shareholders to Stockholders exercising the Over-Subscription Privilege in proportion to the number of shares of Common Stock each of those Record Date Shareholders owned on Series A Preferred Shares the Record Date, relative to the number of shares owned on the Record Date by all Record Date Shareholders exercising the Over-Subscription Privilege. If this pro rata allocation results in any Record Date Shareholder receiving a greater number of shares of Common Stock than the Record Date Shareholder subscribed for Stockholder purchased pursuant to the exercise of the Over-Basic Subscription Privilege, then such Record Date Shareholder will be allocated only that number of shares for which the Record Date Shareholder over-subscribed, and the remaining shares will be allocated among all other Record Date Shareholders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all shares of Common Stock have been allocated. The percentage of Remaining Shares each over-subscribing Record Date Shareholder Stockholder or other Rights holder transferee may acquire will shall be rounded up or down to result in delivery of the nearest whole shares of Common Stocknumber. 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. A Record Date Stockholder or transferee who is not allocated the full amount of shares that the holder subscribes for pursuant to the Over-Subscription Privilege will receive a refund of the Subscription Price paid by such holder for shares that are not allocated to and purchased by such holder. Such refund will be made by a check mailed by the Subscription Agent.

Over-Subscription. IfIf Rightholders do not exercise all of the Rights held by them on Primary Subscription, after allocation of shares of Common Stock to Record Date Shareholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights any Shares for which subscriptions have not been received (the “Remaining "Excess Shares”") will be offered by means of the Over-Subscription Privilege to shareholders those Rightholders (including those Rightholders who acquired their Rights during the Subscription Period) who have exercised all the Rights initially issued to held by them on Primary Subscription and who wish to acquire more than the number of shares Shares for which the Rights issued to held by them are exercisable. Rightholders who exercise on Primary Subscription all of the Rights held by them will be asked to indicate on their Subscription Certificates how many Shares subscribed for they would desire to purchase pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions. If the number of shares for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares pro rata among the Record Date Shareholders exercising the Over-Subscription Privilege in proportion to the number of shares of Common Stock each of those Record Date Shareholders owned on the Record Date, relative to the number of shares owned on the Record Date by all Record Date Shareholders exercising the Over-Subscription Privilege. If this pro rata allocation results sufficient Excess Shares remain as a result of unexercised Rights, all over-subscriptions will be honored in any Record Date Shareholder receiving a greater number of shares of Common Stock than full. If sufficient Excess Shares are not available to honor all over-subscriptions, the Record Date Shareholder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such Record Date Shareholder available Shares will be allocated only that number first among Rightholders who subscribe for an aggregate of shares 1,000 or fewer Shares (inclusive of Shares subscribed for which by such Rightholders in the Record Date Shareholder over-subscribed, and the Primary Subscription). Shares remaining shares thereafter will be allocated among all other Record Date Shareholders exercising the Overthose who over-Subscription Privilege subscribe based on the same pro rata basis described above. The proration process will be repeated until all shares number of Common Stock have been allocatedRights originally exercised by them in the Primary Subscription. The percentage of Remaining Excess Shares each over-subscribing Record Date Shareholder or other Rights holder Exercising Rightholder may acquire will may be rounded up or down to result in delivery of whole shares of Common StockShares. The Agent shall advise the Company immediately upon the completion allocation process may involve a series of the allocation set forth above as allocations in order to assure that the total number of shares Shares available for over-subscriptions is distributed on a pro rata basis. Each Rightholder is required to purchase all allocated Over-Subscription Shares requested on the Subscription Certificate. The Fund will not otherwise offer or sell any Shares that are not subscribed for pursuant to the Primary Subscription or the Over-Subscription Privilege pursuant to the Offer. Qualified financial institutions and distributableother nominee holders of Rights will be required to certify to the Subscription Agent, before any Over-Subscription Privilege may be exercised as to any particular beneficial owner, as to the aggregate number of Rights exercised pursuant to the Primary Subscription and the number of Shares subscribed for pursuant to the Over-Subscription Privilege by such beneficial owner and that such beneficial owner's Primary Subscription was exercised in full.