Common use of Rights and Issuance of Subscription Certificates Clause in Contracts

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each ____ shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded up, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares 1 whole share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Record Date Stockholder therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon receiving written notice from the written advice of Company as to the CompanyRecord Date, signed by any of its duly authorized officersofficers listed on Schedule A hereto (the "Authorized Officers"), as which Schedule may be amended from time to time in writing by the Record DateCompany, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those except for those Record Date Stockholders having a registered address outside the United States (who shall will only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. C. The Agent will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) ("Foreign Record Date Stockholders"). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer exercise such Rights. If those Rights are not exercised prior to the expiration of the offering, they will expire. E. D. The Subscription Agent shall will perform their respective its duties hereunder in accordance with the terms and provisions of this Agreement, including the Fee and Service Schedule attached hereto as Exhibit Schedule B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ 's duties set forth herein and in the Prospectussection of the Prospectus entitled “The Offer.”

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Fund's Common Stock calculated on the basis of one Right for each shares whole share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights Date (provided that if a Shareholder owns less than 7 shares of the Fund's Common Stock, such Shareholder shall be issuedentitled to subscribe for one Share of the Fund's Common Stock in the Primary Subscription). Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Preferred Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of Common Stock the Company's Preferred Shares calculated on the basis of one Right ten Rights for each shares of Common Stock Preferred Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded up, by the Agent, to the nearest number of full Rights, as fractional Rights shall rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia)) and Canada. Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States and Canada. Delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) and Canada (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer the Rights, provided, however, that if the Agent has received no instruction by the third Business Day prior to the Expiration Date or the Company has determined that the rights offering may not be made to a particular shareholder, the Agent will attempt to sell all of such Rightsshareholder's Rights and remit the net proceeds, if any, to such shareholders. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise[, sell or transfer transfer] such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Stockholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund's Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such the Record Date Stockholders, setting forth the number of Rights to subscribe for shares of the Fund's Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Record Date Stockholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Record Date Stockholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock common shares and preferred shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for the Fund’s common shares of Common Stock and preferred shares calculated on the basis of one Right for each shares of Common Stock Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of Date. Upon the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Fund, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus Supplement, Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia)) . Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders except for those Shareholders having a registered address outside the United States (who shall only receive copies of the ProspectusStates, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or and by first class mail (without registration or insurance) to those Record Date Stockholders Shareholders having an APO or FPO addressaddresses. No Subscription Certificate shall be valid for any purpose unless so executed. C. The Agent will mail a copy of the Prospectus, Prospectus Supplement, instruction letter, and such other documents as the Fund deems necessary or appropriate, if any, to Shareholders whose record addresses are located outside the United States (“Foreign Record Date Shareholders”) but the Agent shall not mail Subscription Certificates to Foreign Record Date Shareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms Prospectus and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the ProspectusProspectus Supplement.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each three shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest number of Full Rights, as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date (or if later, the effective date of the Registration Statement with the SEC) and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any). Delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each ____ shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down [or pursuant to other formula - Company should provide this information], by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. D. The Subscription Agent shall will perform their respective its duties hereunder as subscription, distribution and information agent in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.A.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Shares upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each shares of Common Stock full Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as a transfer agent of the Company, prepare and record Subscription Certificates in the names of such the Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of Common Stock the Company's Shares calculated on the basis of one Right for each shares of Common Stock Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Company. Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriateappropriate ("Offering Materials"), to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. Should any Officer whose signature has been placed upon any Subscription Certificate cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Subscription Certificate. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice Prospectus and such other documents any Offering Materials as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. D. The number of Rights issued to a Record Date Shareholder will be rounded up to the nearest number of Rights evenly divisible by three. In the case of Shares held of record by Cede & Co. ("Cede"), as nominee for the Depositary Trust Company ("DTC"), or any other depositary or nominee, the number of Rights issued to Cede or such other depository or nominee will be adjusted to permit rounding up (to the nearest number of Rights evenly divisible by three) of the Rights to be received by beneficial owners for whom it is the holder of record only if Cede or such other depository or nominee provides to the Company, on or before the close of business on June 11, 2004, a written representation of the number of Rights required for such rounding. The Company will promptly provide the Agent with such written representations as are made available to the Company, and in all events, no later than the close of business on June 11, 2004. E. Pursuant to the terms of the Prospectus, the Company reserves the right to increase the number of Shares subject to subscription by up to 25% (any such, an "Increased Allocation"). The Subscription Agent shall perform their respective duties hereunder in accordance confer with the terms and provisions of Company regarding the Fee and Service Schedule attached hereto Company's decision as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectusto whether or not to undertake an Increased Allocation.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books a ratio to be set forth in the name Prospectus and provided to the Agent by the Company for such purpose. The number of each such Record Date Stockholder Rights that are issued to Shareholders will be rounded up, by the Agent, to the nearest number of whole Rights as of the Record Date. No fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares one share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of shares of Common Stock that may be issued upon the full exercise of the Rights that are issued to each Record Date Shareholder will be rounded down, by the Agent, to the nearest whole number of shares as fractional shares will not be issued in the Rights shall be issuedOffering. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates Certificates, to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. D. The Subscription Agent shall will perform their respective its duties hereunder as subscription, distribution and information agent in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit BA. In the event of any conflicts between the provisions of this Agreement and of such Fee and Service Schedule, and the provisions of this Agreement shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectusgovern.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each _______shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of Date. Upon the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Company, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusRegistration Statement, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are located outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”). Those Shareholders") but the Agent shall not mail Subscription Certificates to Foreign Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO addressShareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Stockholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund's Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such the Record Date Stockholders, setting forth the number of Rights to subscribe for shares of the Fund's Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional The number of Rights shall that are issued to a Record Date Stockholder acting as a nominee for the benefit of the underlying beneficial owners ("Nominee") will be adjusted to permit rounding up the Rights to be issued to each of the beneficial owners for whom the Record Date Stockholder is the holder of record (such rounding will be to the nearest number of full Rights evenly divisible by six per beneficial owner). In the case of a Record Date Stockholder not acting as a Nominee, the number of Rights that are issued to such Record Date Stockholder will be rounded up by the Agent, to the nearest number of full Rights evenly divisible by six. Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Record Date Stockholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Record Date Stockholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Fund’s Common Stock calculated on the basis of one Right for each shares whole share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down to the nearest whole number by the Agent. Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Holder therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon receiving written notice from the written advice of Company as to the CompanyRecord Date, signed by any of its duly authorized officersofficers listed on Schedule A hereto (the "Authorized Officers"), as which Schedule may be amended from time to time in writing by the Record DateCompany, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those except for those Record Date Stockholders having a registered address outside the United States (who shall will only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. C. The Agent will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) ("Foreign Record Date Stockholders"). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer such Rights. If no instructions are received by 5:00 p.m., New York City time, three business days prior to the Expiration Date (as defined below), the Agent will transfer the Rights of such Foreign Record Date Stockholders to Ladenburg Txxxxxxx & Co. Inc. (the "Dealer Manager"), who will either purchase the Rights or use its best efforts to sell them. The net proceeds, if any, from the sale of those Rights will be remitted to such Foreign Record Date Stockholders. If those Rights are not purchased or sold prior to the expiration of the offering, they will expire. E. D. The Subscription Agent shall will perform their respective its duties hereunder in accordance with the terms and provisions of this Agreement, including the Fee and Service Schedule attached hereto as Exhibit Schedule B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ 's duties set forth herein and in the Prospectussection of the Prospectus entitled “The Offer.”

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Equity Security Holder therein named to purchase Common Stock Convertible Preferred Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, shall prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Equity Security Holders, setting forth the number of Rights to subscribe for shares of Common Stock Convertible Preferred Shares calculated on the basis of one Right for each shares Common Share held by such Equity Security Holder, or that would be issuanble to such Equity Security Holder upon conversion or exercise of Common Stock Trust Securities, recorded on the books in the name of each such Record Date Stockholder Equity Security Holder as of the Record Date: (i) from a list of the Equity Security Holders as of the Record Date, with respect to the Company’s Common Shares (including restricted Common Shares) and vested options exercisable for Common Shares, prepared by the Agent in its capacity as Transfer Agent for such Trust Securities, and (ii) from a list of the Equity Security Holders as of the Record Date, with respect to all other Trust Securities, prepared by the Company. No The number of Rights that are issued to Equity Security Holders as of the Record Date will be rounded down, by the Agent, to the nearest whole number of Rights as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to . When instructed by the effective date of the Registration StatementCompany, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Equity Security Holders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders except for those Equity Security Holders having a registered address outside the United States (who shall will only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) ), delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders Equity Security Holders having an APO or FPO addressaddresses. No Subscription Certificate shall be valid for any purpose unless so executed. C. The Agent will mail a copy of the Prospectus, instruction letter, a special notice and other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Equity Security Holders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia ) ("Foreign Record Date Equity Security Holders"). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Equity Security Holders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of four Rights for one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each ____ shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down [or pursuant to other formula - Company should provide this information], by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each 0.1588 shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. [Company?]. Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Company, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusRegistration Statement, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are located outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those ) but the Agent shall not mail Subscription Certificates to Foreogn Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO addressShareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. [No fractional Rights shall be issued. .] Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise[, sell or transfer transfer] such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares one share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each 0.XXXX shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. [Company?]. Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Company, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusRegistration Statement, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are located outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those ) but the Agent shall not mail Subscription Certificates to Foreogn Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO addressShareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of five Rights for one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Series B Preferred Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by obtained from American Stock Transfer and Trust Company, LLC the Subscription “Transfer Agent” of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of Common Stock the Company’s Series B Preferred Shares calculated on the basis of three Rights for one Right for each shares share of Common Stock Series A Preferred Shares recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Rights Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each [—] shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will not mail a copy of the Subscription Certificates, Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates and other documents relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by obtained from the Subscription AgentTransfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares of Common Stock Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Rights Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officersofficers (listed in paragraph 12a), as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each shares _1_ share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders Shareholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders Shareholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders Shareholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Common Shareholder or Transferee therein named to purchase Common Stock Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders Common Shareholders to be prepared by or on behalf of the Subscription AgentFund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Common Shareholders, setting forth the number of Rights to subscribe for shares of the Common Stock Shares calculated on the basis of one Right for each shares every Common Share held of record by such Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional shares of Common Shares will be issued upon the exercise of Rights; accordingly, Rights shall may be issuedexercised only in multiples of three and Rights will be rounded down by the Agent to the nearest number divisible by three, except that any Common Shareholder who is issued fewer than three Rights will be able to subscribe for one full Common Share. Common Shareholders who hold two or more accounts may not combine their fractional interests across accounts. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of Date. Upon the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Fund, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Common Shareholders with record addresses in the United States (including for the purposes of this section, the United States includes its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery Delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders Common Shareholders having an APO or FPO addressaddresses, respectively. Subscription Certificates shall not be mailed to Common Shareholders whose record addresses are outside the United States (the “Foreign Common Shareholders”). Foreign Common Shareholders will receive written notice of the Offer as provided in section 3(C) below. No Subscription Certificate shall be valid for any purpose unless so countersigned by the Agent. C. The Agent will mail a copy of the Prospectus, instruction letter, and such other documents as the Fund deems necessary or appropriate, if any, to Foreign Common Shareholders, but the Agent shall not mail Subscription Certificates to Foreign Common Shareholders. The Agent will hold the Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date StockholdersCommon Shareholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions Prospectus, subject to applicable law. If no instructions have been received by 5:00 p.m., New York City time, on the date that is three (3) business days (as defined below) prior to the Expiration Date (as defined below) (or, if the subscription period is extended, on or before three (3) business days prior to the extended Expiration Date), the Agent shall transfer the Rights of these Foreign Common Shareholders to the Fee and Service Schedule attached hereto as Exhibit BDealer Manager which may either purchase the Rights from such Foreign Common Shareholders or sell the Rights on behalf of such Foreign Common Shareholders. The net proceeds, and shall act at all times in accordance with if any, from the description sale of those Rights by or to the offering and Dealer Manager will be remitted by the Subscription Agent’ duties set forth herein and in Agent to the Prospectusrespective Foreign Common Shareholders.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of [one Right for each shares share of Common Stock Stock] recorded on the books in the name of each such Record Date Stockholder as of the Record Date. [No fractional Rights shall be issued. .] Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, Certificates together with a copy of the Prospectus, the instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO FOP address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering Offering and the Subscription Agent’ ’s duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights right of the Rights Holders therein named holder of the Subscription Certificates to purchase shares of Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders Shareholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such the Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each every three shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record DateShareholder. No fractional Fractional Rights shall not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Fund. Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). No Subscription Certificate shall be valid for any purpose unless so executed. Should any officer whose signature has been placed upon any Subscription Certificate cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Subscription Certificate. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Rightholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each 3 shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded up, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights rights of the Rights Holders Shareholder therein named to purchase Common Stock Shares upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of Common Stock the Shares calculated on the basis of one Right for each shares of Common Stock Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of full Rights as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive a notice and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Fund’s Common Stock calculated on the basis of one Right for each shares one share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Any Record Date Common Shareholder issued fewer than 3 Rights is entitled to subscribe for one full Common Share in the Offer. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of Date. Upon the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Fund, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusRegistration Statement, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are located outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those ) but the Agent shall not mail Subscription Certificates to Foreign Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO addressShareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Record Date Stockholder therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon receiving written notice from the written advice of Company as to the CompanyRecord Date, signed by any of its duly authorized officersofficers listed on Schedule A hereto (the "Authorized Officers"), as which Schedule may be amended from time to time in writing by the Record DateCompany, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right four Rights for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those except for those Record Date Stockholders having a registered address outside the United States (who shall will only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. C. The Agent will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) ("Foreign Record Date Stockholders"). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer exercise such Rights. If those Rights are not exercised prior to the expiration of the offering, they will expire. E. D. The Subscription Agent shall will perform their respective its duties hereunder in accordance with the terms and provisions of this Agreement, including the Fee and Service Schedule attached hereto as Exhibit Schedule B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ 's duties set forth herein and in the Prospectussection of the Prospectus entitled “The Offer.”

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each [three (3)] shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Units upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date, and in the case of holders of the Company’s Series A warrants, one Right for each share of Common Stock underlying such warrants, as set forth in a schedule to be provided to the Agent by the Company prior to the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest whole number of Rights as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance), or by other method as approved by both the Agent and the Company, and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until the Agent receives instructions are received to exercise, sell or transfer exercise such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each 0.20 shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Shareholders will be rounded up, by the Agent, to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Shareholders as of the Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders as of the Record Date having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders as of the Record Date having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Shareholders as of the Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Fund Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of [] Right(s) for one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. One Right will be issued to each Record Date Shareholder for each share of Common Stock such Record Shareholder holds on the Record Date. No fractional shares of Common Stock will be issued upon the exercise of Rights; accordingly, Rights shall may be issuedexercised only in multiples of [ ] and Rights will be rounded down by the Subscription Agent to the nearest number divisable by [ ]. [Any Record Date Shareholder who is issued fewer than [ ] Rights will be able to subscribe for one Share. Record date Shareholders who hold two or more accounts may not combine their fractional interests across accounts.] Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Fund deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Exercising Rights Holders Holder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders Shareholders as of the Record Date to be prepared by the Subscription transfer agent of the Company and delivered to the Agent, prepare and record Subscription Certificates in the names of such the Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent, to the nearest number of full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Record Date Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), for which delivery shall be by air mail (without registration or insurance). No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence not be transferable and shall, unless exercised by the Rights holder thereof in the manner set forth in the Prospectus, expire upon the expiration of the Rights Holders therein named offer. The Agent shall, in its capacity as transfer agent for the Fund, 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: (1) The right (the "Basic Subscription Right") to purchase a number of shares of Common Stock upon equal to one share of Common Stock for every three Rights; provided, however, that no fractional shares of Common Stock shall be issued; and (2) The right (the "Oversubscription Right") to purchase additional shares of Common Stock, subject to the availability of such shares and to allotment of such shares as may be available among Shareholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Shareholder who has not exercised his Basic Subscription Right with respect to me full number of shares that such Shareholder is entitled to purchase by virtue of his Basic Subscription Right as of the Expiration Date, if any, shall not be entitled to any Oversubscription Right. (b) A Shareholder may exercise his Basic Subscription Right and Oversubscription Right by delivery to the Agent at its corporate office specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Shareholder in accordance with and as provided by the terms and conditions therein set forthof the Subscription Certificate, together with (ii) the estimated subscription price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the U.S. and in each case payable to the order of H & Q Healthcare Investors. B. Upon (c) Rights may be exercised at any time after the written advice date of issuance of the Company, signed by any of its duly authorized officers, Subscription Certificates with respect thereto but no later than 5:00 P.M. New York City Time on such date as the Fund shall designate to the Record Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the corporate office of the Agent specified in the Prospectus. (d) Not withstanding the provisions of Section 3(b) and 3(c) above regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York City Time on the Expiration Date, if prior to such time the Subscription Agent shall, receives a properly completed and executed notice of guaranteed delivery in the form accompanying the Prospectus by facsimile (telecopier) or otherwise from a list financial institution that is a member of the Record Date Stockholders Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program, guaranteeing delivery of (i) payment of the full subscription price for shares purchased and subscribed for by virtue of a Subscription Certificate, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to be prepared receipt of the duly- executed Subscription Certificate by the Subscription Agent, prepare Agent within five business days after the Expiration Date and record Subscription Certificates receipt of full payment within ten business days after the Confirmation Date (as defined below). (e) On a date (the "Confirmation Date") that is no later than ten business days after the Pricing Date (as defined in the names of such Record Date StockholdersProspectus), setting forth the number of Rights Agent shall send a confirmation to subscribe each Shareholder (or, for shares of Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually held by Cede & Co. or by facsimile signature any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as shares acquired pursuant to the effective date Basic Subscription Rights, (ii) the number of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriateshares, if any, but not Subscription Certificates acquired pursuant to Record Date Stockholders whose record addresses are outside the United States Oversubscription Rights, (including its territories iii) the per share and possessions total purchase price for the shares, (iv) any amount payable to the Shareholder pursuant to Section 8 below, and (v) any additional amount payable by the District of Columbia) (“Foreign Record Date Stockholders”)Shareholder to the Fund or any excess to be refunded by the Fund to the Shareholder, on the Pricing Date. Those Record Date Stockholders having Any additional payment required from a registered address outside Shareholder must be received by the United States (who shall only receive copies of Agent within ten business days after the Prospectus, instruction letter and such other documents as Confirmation Date. Any excess payment to be refunded by the Company may deem necessary or appropriate, if any) delivery Fund to a Shareholder shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held mailed by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rightsthe Shareholder as provided in Section 6 below. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each every 5.8375077 shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates (unless so directed by the Company) to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each [three (3)] shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.or

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right issued for each shares one share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall initially evidence the transferable Rights of the Rights Holders Record Date Shareholder therein named to purchase Common Stock upon the terms and conditions therein set forthforth in the Prospectus. B. Upon receiving written notice from the written advice of Company as to the CompanyRecord Date, signed by any of its duly authorized officersofficers listed on Schedule A attached hereto (the "Authorized Officers"), as which Schedule may be amended from time to time in writing by the Record DateCompany, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription Agent in its capacity as Registrar and Transfer Agent (the "Transfer Agent") of the Company, prepare and record Subscription Certificates in the names of such Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of granting one Right for each shares whole share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No ; no fractional Rights shall will be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer Authorized Officer of the Subscription Agent. C. . Upon receipt of such receiving written advice, signed as aforesaid, notice from the Company as to the effective date of the Registration Statement, signed by any of its duly Authorized Officers, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Record Date Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Record Date Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer the Rights. If no instructions have been received within the timeframe set forth in the Prospectus, the Agent will transfer the Rights of such RightsForeign Record Date Shareholders to UBS Securities LLC (the "Dealer Manager") which will either purchase the rights or use its best efforts to sell them. E. D. The Subscription Agent shall will perform their respective its duties hereunder as subscription, distribution and information agent in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit Schedule B, and shall act at all times in accordance with the description of the offering subscription offer and the Subscription Agent’ 's duties thereto as set forth herein and in the Prospectusherein.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the CompanyFund, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Fund, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Fund’s Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest whole number as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of Date. Upon the Subscription Agent. C. Upon receipt of such written advice, signed as aforesaid, as to the effective date of the Registration StatementStatement from the Fund, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company Fund deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusRegistration Statement, instruction letter, a special notice and such other documents as the Company may deem Fund deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are located outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those ) but the Agent shall not mail Subscription Certificates to Foreign Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO addressShareholders. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received from each Foreign Record Date Shareholder to exercise, sell or transfer such Rights. E. The Subscription Agent shall perform their respective duties hereunder the Rights in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares one share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officersofficers (listed in Paragraph 12(a)), as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each eight shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including which includes its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance)) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will delivery by air mail (without registration or insurance) a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such the Record Date StockholdersShareholders, setting forth the number of Rights to subscribe for shares of Common Stock be issued to the Record Date Shareholders, calculated on the basis of one Right for each shares whole share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded down, by the Agent, to the nearest number of full Rights, as fractional Rights shall will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the ProspectusProspectus Supplement, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to except for those Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders Shareholders having a registered address outside the United States (who shall will only receive copies of the ProspectusProspectus Supplement, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) delivery ). Delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders Shareholders having an APO or FPO addressaddresses. No Subscription Certificate shall be valid for any purpose unless executed as provided in this Section 3(B). C. The Agent shall not mail the Subscription Certificate, the Prospectus Supplement, instruction letter, special notice or any other subscription documents to Record Date Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia ) (“Foreign Record Date Shareholders”). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of one Right for each three shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down [or pursuant to other formula - Company should provide this information], by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FF0 addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down [or pursuant to other formula - Company should provide this information], by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded up by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Holder therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each three shares of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall will be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance). D. The Subscription Agent shall mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those except for those Record Date Stockholders having a registered address outside the United States (who shall will only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem deems necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. C. The Subscription Agent will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) ("Foreign Record Date Stockholders"). The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ ' accounts until instructions are received to exercise, sell or transfer such Rights. If no instructions are received by 5:00 p.m., New York City time, three business days prior to the Expiration Date (as defined below), the Subscription Agent will transfer the Rights of such Foreign Record Date Stockholders to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Wachovia Capital Markets, LLC, X.X. Xxxxxx Securities Inc., BMO Capital Markets Corp. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (the "Dealer Managers"), who will either purchase the Rights or use their best efforts to sell them. The net proceeds, if any, from the sale of those Rights will be remitted to such Foreign Record Date Stockholders. If those Rights are not purchased or sold prior to the expiration of the offering, they will expire. E. D. The Subscription Agent shall Agents will perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ Agents' duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. (a) Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth. B. (b) Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by the Subscription AgentAgent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company's Common Stock calculated on the basis of ____ Rights for one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No The number of Rights that are issued to Record Date Shareholders will be rounded up or down, by the Agent, to the nearest whole number of full Rights as fractional Rights shall will not be issued, with such adjustments as may be necessary to ensure that if all Rights are exercised, the Company will receive gross proceeds of $75 million. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. (c) The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of ColumbiaColumbia ) (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Holder therein named to purchase Common Stock upon the terms and conditions therein set forth. B. Upon receiving written notice from the written advice of Company as to the CompanyRecord Date, signed by any of its duly authorized officersofficers listed on Schedule A hereto (the “Authorized Officers”), as which Schedule may be amended from time to time in writing by the Record DateCompany, the Subscription Agent shall, from a list of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholders, setting forth the number of Rights to subscribe for shares of Common Stock calculated on the basis of one Right for each shares share of Common Stock recorded on the books in the name of each such Record Date Stockholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents as the Company deems necessary or appropriate, to all Record Date Stockholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Record Date Stockholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and such other documents as the Company deems necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date Stockholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ accounts until instructions are received to exercise, sell or transfer such Rights. If no instructions are received by 5:00 p.m., New York City time, three business days prior to the Expiration Date (as defined below), the Agent will transfer the Rights of such Foreign Record Date Stockholders to RBC Capital Markets Corporation (the “Dealer Manager”), who will either purchase the Rights or use its best efforts to sell them. The net proceeds, if any, from the sale of those Rights will be remitted to such Foreign Record Date Stockholders. If those Rights are not purchased or sold prior to the expiration of the offering, they will expire. E. D. The Subscription Agent shall will perform their respective its duties hereunder in accordance with the terms and provisions of this Agreement, including the Fee and Service Schedule attached hereto as Exhibit Schedule B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ ’s duties set forth herein and in the Prospectussection of the Prospectus entitled “The Offer.”

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock Shares upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Company Shareholders as of the Record Date Stockholders to be prepared by obtained from the Subscription AgentTransfer Agent of the Company, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of the Company’s Common Stock Shares calculated on the basis of one Right Rights for each shares of Common Stock Share recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional Rights shall be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Rights Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the ProspectusProspectus Supplement, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus Supplement, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the ProspectusProspectus Supplement, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) (“Foreign Record Date StockholdersShareholders”). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date StockholdersShareholders’ accounts until instructions are received to exercise, sell or transfer such the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.

Rights and Issuance of Subscription Certificates. A. Each Subscription Certificate shall evidence the Rights of the Rights Holders Shareholder therein named to purchase Common Stock the JMG Unit upon the terms and conditions therein and herein set forth. B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Subscription Agent shall, from a list of the Shareholders as of the Record Date Stockholders to be prepared by the Subscription Agent, prepare and record Subscription Certificates in the names of such Record Date Stockholdersthe Shareholders, setting forth the number of Rights to subscribe for shares of Common Stock the JMG Unit calculated on the basis of one Right for each five shares of Common Stock the Company’s common stock recorded on the books in the name of each such Record Date Stockholder Shareholder as of the Record Date. No fractional The number of Rights shall that are issued to Record Date Shareholders will be rounded down by the Agent to the nearest number of Full Rights, as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date (or if later, the effective date of the Registration Statement with the SEC) and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. C. . Upon receipt of such the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Subscription Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other documents document as the Company deems necessary or appropriate, to all Record Date Stockholders Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia)) and Canada. Delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance)) to all Shareholders. No Subscription Certificate shall be valid for any purpose unless so executed. D. C. The Subscription Agent shall will mail a copy of the Prospectus, instruction letter, a special notice and such other documents as the Company may deem deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Stockholders Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia) and Canada (“"Foreign Record Date Stockholders”Shareholders"). Those Record Date Stockholders having a registered address outside the United States (who shall only receive copies of the Prospectus, instruction letter and such other documents as the Company may deem necessary or appropriate, if any) delivery shall be by air mail (without registration or insurance) or by first class mail (without registration or insurance) to those Record Date Stockholders having an APO or FPO address. The Rights to which such Subscription Certificates relate shall will be held by the Subscription Agent for such Foreign Record Date Stockholders’ Shareholders' accounts until instructions are received to exercise, sell or transfer such exercise the Rights. E. The Subscription Agent shall perform their respective duties hereunder in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit B, and shall act at all times in accordance with the description of the offering and the Subscription Agent’ duties set forth herein and in the Prospectus.