Common use of Subscription Procedure Clause in Contracts

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City Eastern time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit.. AST Confidential and Proprietary Information – Version August 2012 2 (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you the Subscription Agent in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Paragraph 6 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft draft, wire transfer or money order payable at par (without deduction for bank service charges or otherwise) to the order of American U.S. Stock Transfer & Trust CompanyCorporation, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the total number of Units to which each subscriber is entitled pursuant to shares that are available for the Additional Subscription Oversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Units shares that can be subscribed for under the Basic Subscription Right. The Units shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining UnitsShares"). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Oversubscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is ownership of shares of each participant in the number of Units subscribed for by that participant under the Additional Subscription Oversubscription Privilege round and the denominator is the aggregate number total ownership of Remaining Units subscribed for by all participants under stockholders participating in the Additional Subscription PrivilegeOversubscription Privilege round. Any fractional Unit share to which persons exercising their Additional Subscription Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare. (c) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and assuming payment for the additional Units shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber under the Additional Subscription Oversubscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber by check without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Oversubscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by you in a segregated interest-bearing account (account. You shall invest and reinvest such funds in your [Time Deposit Open Account] or, if directed by the Company, a money market fund which interest will inure to the benefit of the Fund)has been placed in its highest rating category by Standard & Poors or Xxxxx'x. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights OfferingOffering (together with all interest earned thereon).

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m.[ ], New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (ii) payment in full of the estimated Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company[ ], you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b), (c) and (cd) below, and only after receipt of the full Subscription Price therefor, mail to the subscriber's Rights Holder’s registered address on the books of the Company certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for [(pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) )] and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders [(i)] Rights Holders who are Record Date Stockholders and subscribe to all the Units shares that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic [Basic] Subscription Right [and (ii) the "Remaining Units")other Rights Holders who exercise Rights. Where As long as there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders Rights Holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder all of such Rights Holders shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units shares subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the Remaining Shares shall be allotted to the participants in the Over-Subscription Privilege as follows: First, to the participants in the Over-Subscription Privilege who were Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Remaining Units allotted shares of Common Stock held by such participants on the Record Date; and, second, to each participant the participants in the Additional Over-Subscription Privilege shall be who were not Record Date Stockholders and, to the product (disregarding fractions) obtained by multiplying extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Remaining Units Rights held by such participants on the Expiration Date; provided, however, that if this allocation results in any participant being allocated a fraction of which the numerator is the greater number of Units shares than such participant subscribed for by that pursuant to the exercise of the Over-Subscription Privilege, then such participant under shall be allocated only such number of shares pursuant to the Additional Over-Subscription Privilege and the denominator is the aggregate number as such participant subscribed for.] [No fractional shares of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise Common Stock will be entitled issued pursuant to such allocation shall be rounded to the next whole Unitexercise of the Rights.] (c) Upon calculating the number of Units shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaidoverpaid or underpaid, if any, by each subscriberRights Holder, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and assuming subject to payment of the full Subscription Price for the additional Units subscribed for has been deliveredshares being received by you, you shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities shares which the subscriber Rights Holder has been allotted. If a lesser number of Units shares is allotted to a subscriber Rights Holder under the Additional Over-Subscription Privilege than the subscriber Rights Holder has tendered payment for, you shall remit the difference to the subscriber Rights Holder without interest or deduction at the same time as certificates representing the securities shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. ] [(e) c)][(e)] Funds received by you pursuant to the Basic [Basic] Subscription Right [and the Additional Over-Subscription Privilege Privilege] shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities shares [and refunding subscribers Rights Holders for additional Units shares subscribed for but not allocated, if any, ,] you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph Section 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Rights to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Rights that can be subscribed for under the Basic Subscription Right. The Units Rights available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Rights”). Where there are sufficient Remaining Units Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Rights subscribed for. If the aggregate number of Units Rights subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsRights, the number of Remaining Units Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Rights by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Rights subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitRight. (c) Upon calculating the number of Units Rights to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Rights to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Rights subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Rights is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Rights subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Rights issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior In order to 5:00 p.m.subscribe for Participating Shares, New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of each subscriber should: (i) any complete and sign the attached Subscription Certificate completed and endorsed for exerciseAgreement. If the subscribers are joint subscribers, as provided on the reverse side of each subscriber should sign the Subscription Certificate (except as provided in paragraph 8 hereof), and Agreement; (ii) payment complete and sign the appropriate IRS Form(s) in full of accordance with the Subscription Price instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate FATCA self certification in U.S. funds a form as provided by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right Manager; The completed forms and the Additional Subscription Privilegeverification documents in ANNEX B should then be returned to Equinoxe Alternative Investment Services (Bermuda) and furnish a list of all such information to Limited (the Company“Administrator”) at the address set out in section 4 below. (b) As soon as practicable after During the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to the Additional Administrator prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Privilege. The Additional Subscription Privilege Agreements may only be exercised sent by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant facsimile transmission to the Basic facsimile number stated below or by email to the email address stated below, provided that the original Subscription Right (Agreement is forwarded to the "Remaining Units")Administrator forthwith. Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under None of the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsDirectors, the number Fund or the Administrator accept any responsibility for any loss arising from the non-receipt or illegibility of Remaining Units allotted any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to each participant in have originated from properly authorised persons. Unless otherwise directed by the Additional Directors, once a completed Subscription Privilege shall Agreement has been received by the Administrator it is irrevocable. Subscription Agreements received late or late cleared funds may be held over until the product (disregarding fractions) obtained by multiplying first Subscription Day and Participating Shares, if issued, will then be issued at the number of Remaining Units by a fraction of which Subscription Price applicable on that first Subscription Day, although the numerator is Administrator may, under direction from the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitInvestment Advisor, allow late cleared funds. (c) Upon calculating After the number close of Units the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to which each subscriber is entitled pursuant apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Additional Administrator prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Privilege Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number stated below and by email to the amount overpaidemail address stated below, provided that the original Subscription Agreement is forwarded to the Administrator forthwith. None of the Directors, the Fund or the Administrator accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Unless otherwise directed by the Directors, once a completed Subscription Agreement has been received by the Administrator it is irrevocable. Subscription Agreements received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if anyissued will then be issued at the Subscription Price applicable on that day, by each subscriberalthough the Administrator may, you shallunder direction from the Directors, as soon as practicable, furnish a list of all such information to the Companyallow subscriptions on less than ten Business Days’ notice or late cleared funds. (d) Upon calculating The Directors may waive the number of Units requirements specified above, either generally or in any particular case. Unless the Directors determine otherwise, if the completed Subscription Agreement and subscription monies in cleared funds are not received by the applicable time referred to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference application will be held over to the subscriber without interest or deduction Subscription Day following receipt of the outstanding documentation and/or subscription monies, as the case may be. Participating Shares will then be issued at the same time as certificates representing the securities allotted pursuant to the Additional relevant Subscription Privilege are mailedPrice on that Subscription Day. (e) Funds received by you pursuant The Fund may reject any application in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paid, or the balance thereof in the case of a partial rejection, will be returned (without interest) as soon as practicable to the Basic account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (f) The Fund is not responsible for the transmission of Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure Agreements to the benefit Administrator. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (g) The Participating Shares are subject to the Subscription Fee. The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix to the Private Placement Memorandum and will be charged as set out in the relevant Appendix of the Fund)Private Placement Memorandum. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit The Subscription Fee is paid to the Company all funds received in Fund for the account of the Manager. Where a Subscription Fee is payable prior to the payment of the subscription monies, in accordance with the relevant Appendix, if timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Fund has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Price for Units sold Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (h) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Rights OfferingFund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement and the issuance of Participating Shares. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail First Class Mail or delivery), as Subscription Agent, by Notice of Guaranteed Delivery) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded arithmetically to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mailmail to subscribers who hold shares in certificated form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of Shares purchased in book-entry form. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date by delivering a notice of withdrawal to the Subscription Agent, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft cashier’s or money order payable at par certified check (without deduction for bank service charges or otherwise) payable to the order of American Stock Transfer & Trust CompanyCompany or by wire transfer of immediately available funds to the subscription account maintained by you for use in the Rights Offering, you shall as soon as practicable after the Expiration DateTime, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities Shares underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right Privilege and the Additional Over-Subscription Privilege) (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Time, but in any event not later than the third business day following the Expiration Time, you shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised only by holders Eligible Holders who subscribe to all the Units that can be have subscribed for under and purchased all of the Shares for which they are entitled to subscribe pursuant to the Basic Subscription RightPrivilege and only up to the number of Shares for which such Eligible Holders subscribed under their respective Basic Subscription Privilege. The Units Shares available for additional subscriptions subscription under the Over-Subscription Privilege will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right Privilege (collectively, the "“Remaining Units"Shares”). Where If there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders Eligible Holders exercising their respective rights under the Additional Over-Subscription Privilege, each holder such Eligible Holder shall be allotted the number of Additional Units Remaining Shares for which he subscribed for(up to the number of Shares for which such Eligible Holder subscribed under his Basic Subscription Privilege). If the aggregate number of Units Shares subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Shares subscribed for by that participant under the Additional Over-Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Over-Subscription Privilege. Any fractional Unit Share to which persons participants exercising their Additional rights under the Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitShare. (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units subscribed for such Shares has been delivered, you shall mailshall, as contemplated in subparagraph (a) above, the mail certificates representing the additional securities such Shares which the each such subscriber has been allottedallotted (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for). If a lesser number of Units Remaining Shares is allotted to a subscriber under the Additional Over-Subscription Privilege than the that for which such subscriber has tendered payment forpayment, you shall remit the difference to the such subscriber without interest or deduction at the same time as certificates representing the securities Shares allotted pursuant to the Additional Over-Subscription Privilege are mailedmailed (or book-entry accounts are credited). (e) Funds received by you pursuant to the Basic Subscription Right Privilege and the Additional Over- Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit account. Promptly after expiration of the Fund). Upon mailing certificates representing Rights Offering and after all pro rata allocations and adjustments have been completed and confirmed by the securities and refunding subscribers for additional Units subscribed for but not allocated, if anyCompany, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units all Shares sold in the Rights OfferingOffering and you shall refund payments to subscribers for Shares subscribed for but not allocated (if any).

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (iiiii) payment in full of the Estimated Subscription Price in U.S. funds by check, bank draft check or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, as subscription agent — Allied Capital Corporation,” or wire transfer of same day funds to the account maintained by the Subscription Agent for such purposes at American Stock Transfer & Trust Company, Subscription Agent for Allied Capital Corporation, JX Xxxxxx Chase, 55 Water Street, ABA# 021-000021, Account No. 323-113060, you shall as soon as practicable promptly after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, either credit each subscriber’s account maintained by you as the Company’s transfer agent or, in the event so requested by a subscriber, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right Rights and the Additional Over-Subscription PrivilegeRight) and furnish a list of all such information to the Company. (b) As soon as practicable Promptly after the Expiration Date you shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription PrivilegeRight. The Additional Over-Subscription Privilege Right may only be exercised by holders who subscribe to for all the Units Shares that can be subscribed for under the Basic Subscription RightRights. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right Rights (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Over-Subscription PrivilegeRight, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Over-Subscription Privilege Right exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over-Subscription Privilege Right shall be the product (disregarding fractions) obtained by multiplying allotted pro rata to holders who exercise their Over-Subscription Right in proportion to the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed shares each subscriber for by that participant additional Shares has elected to purchase under the Additional its Basic Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription PrivilegeRights. Any No fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation Shares shall be rounded to issued upon exercise of the next whole UnitOver-Subscription Right. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege Right and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, shall promptly furnish a list of all such information to the Company. Within 10 business days following the Expiration Date (the “Confirmation Date”), you shall send to each exercising shareholder a confirmation showing the number of Shares acquired pursuant to the Basic Subscription Rights, and, if applicable, the Over-Subscription Right, the per share and total purchase price for such Shares, and any additional amount payable to the Company by such shareholder or any excess to be refunded by the Company to such shareholder in the form of a check, along with a letter explaining the allocation of Shares pursuant to the Over-Subscription Right, which the Company will provide. Any additional payment required from a shareholder must be received by you within 10 business days after the Confirmation Date and any excess payment to be refunded by the Company to a shareholder will be mailed by you as soon as practicable after the Confirmation Date. If a shareholder does not make timely payment of any additional amounts due, you will consult with the Company as to the appropriate action to be taken. You will not issue or deliver certificates for Shares subscribed for until payment in full therefor has been received, including collection of checks. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege Right and assuming payment for the additional Units Shares subscribed for has been delivereddelivered in accordance with Section 4(c), you shall maileither credit each subscriber’s account maintained by you as the Company’s transfer agent or, as contemplated in subparagraph (a) abovethe event so requested by a subscriber, mail to the subscriber’s registered address on the books of the Company certificates representing the additional securities which underlying each Share duly subscribed for pursuant to the subscriber has been allottedBasic Subscription Rights and the Over-Subscription Right. If a lesser number of Units Shares is allotted to a subscriber under the Additional Over-Subscription Privilege Right than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailedin accordance with Paragraph 4(c). (e) Funds received by you pursuant to the Basic Subscription Right Rights and the Additional Over-Subscription Privilege Right shall be held by you in a segregated interest-segregated, interest bearing account account. Such interest shall accrue to the Company (which interest will inure and not to the benefit of the Fund)shareholders who have submitted Subscription Certificates) pending disbursement in the manner described herein. The “Subscription Price” shall be determined according to the formula described in the Prospectus, and will be provided to you on the Expiration Date. The Estimated Subscription Price will be determined prior to the date on which Prospectuses are delivered to shareholders according to the formula set forth in the Prospectus. Subscribing stockholders will remit payments for shares to be purchased pursuant to the Rights Offering based upon such Estimated Subscription Price. If the Subscription Price is LESS than the Estimated Subscription Price, you will refund appropriate amounts to all subscribing stockholders. If the Subscription Price is MORE than the Estimated Subscription Price, then you will issue notices for payment due to all subscribers. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Shares sold in the Rights Offering, but in no event later than ten business days after the Confirmation Date. Interest earned on the excess payments shall belong to the Company and shall be remitted therewith.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the AST Confidential and Proprietary Information – Version 2016 Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated segregated, non- interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph Section 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order or wire transfer payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe fully exercise to purchase all of the Units Rights that can be subscribed for exercised under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Over Subscription Privilege, each holder Record Holder shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Remaining Shares subscribed for under the Additional Over Subscription Privilege exceeds the number of AST Confidential and Proprietary Information — Version January 2011 Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Over Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Over Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitRight. (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and assuming payment for the additional Units Remaining Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Remaining Shares is allotted to a subscriber under the Additional Over Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Over Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Rights subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Rights sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their AST Confidential and Proprietary Information – Version January 2011 2 Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC as Subscription Agent” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units additional Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Oversubscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Oversubscription Privilege shall be allocated on a pro rata basis among the product (disregarding fractions) obtained by multiplying Rights holders exercising the Oversubscription Privilege in proportion to the number of Remaining Units by a fraction Shares each of which those Rights holders owned on the numerator is Record Date, relative to the number of Units subscribed for Shares owned on the Record Date by all Rights holders exercising the Oversubscription Privilege (“Oversubscription Allocation Formula”). Additionally, if the Oversubscription Allocation Formula would result in a Rights holder exceeding, together with its affiliates, beneficial ownership of 4.9% of the Company’s outstanding Common Stock (calculated immediately upon the closing of the Rights offering after giving effect to the Backstop Commitment, as described in the Prospectus, and assuming that participant under all 8,700,000 shares of Common Stock are sold pursuant to the Additional Subscription Privilege and Rights offering and, if applicable, the denominator is Backstop Commitment), then the aggregate Company may, in its sole discretion, reduce the number of Remaining Units subscribed for by all participants under shares allocated to such Rights holder, such that a Rights holder’s beneficial ownership will not exceed the Additional Subscription Privilege4.9% limitation. Any fractional Unit Share to which persons exercising their Additional Subscription Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Oversubscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Oversubscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt For a valid exercise of Rights to occur, the Subscription Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of defined in the Prospectus) (i) any Subscription the Rights Certificate pertaining to such Rights, which has been properly completed and endorsed for exercise, as provided on in the reverse side of instructions accompanying the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price for each Right being exercised (the "Subscription Price") in U.S. funds Dollars by check, bank draft or money order or cashier's check or by check drawn on a bank located in the United States payable at par (without deduction for bank service charges or otherwise) to the order of "American Stock Transfer & and Trust Company, you as Subscription Agent." (b) After receipt at any time after five (5) calendar days after the Expiration Date of written instructions from the Company to mail the Ordinary Shares subscribed for pursuant to the Rights, the Subscription Agent shall as soon as practicable after mail certificates representing the Expiration Date, but after performing Ordinary Shares properly subscribed for by the procedures described in subparagraphs (b) and (c) below, holders of the Rights. The certificates shall be mailed via first class mail to the subscriber's registered address subscribers' addresses as shown on the books reverse side of the Rights Certificate or, if none, then as listed on the Subscription Agent's register except that the Subscription Agent shall comply with any ancillary written delivery instructions provided by any subscriber. The Subscription Agent shall maintain a blanket surety bond protecting the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list Agent from loss or liability arising out of all non-receipt or non-delivery of such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitcertificates. (c) Upon calculating Fractional shares shall not be issued or subscribed for. One Right may be exercised to purchase one (1) Ordinary Share at the Subscription Price. No fractional Rights shall be issued. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Ordinary Shares than the number of Units for which they would be entitled to subscribe under the original Rights Certificate (except that a bank, trust company, securities dealer or broker which each subscriber is entitled pursuant holds Ordinary Shares on the Record Date for more than one beneficial owner may, upon proper showing to the Additional Subscription Privilege Agent, exercise its Rights Certificates on the same basis as if the beneficial owners were record holders on the Record Date). Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be entitled to exercise their Rights Certificates on behalf of the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Companybeneficial owners. (d) Upon calculating To the number of Units extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the Expiration Date (other than those subject to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (aParagraph 7 hereof) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege such outstanding Rights Certificates shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit automatically deemed cancelled and of the Fund). Upon mailing certificates representing the securities no further force and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offeringeffect.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 hereof), below) or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft (drawn upon a U.S. bank) or money order payable at par (without deduction for bank service charges or otherwise) wire transfer of immediately available funds to the order of American Stock Transfer & Trust Companyan account maintained by you, you shall shall, as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) belowTime, mail to the subscriber's ’s registered address on the books of the Company or to the subscriber’s nominee, as applicable, certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date Time, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional such subscriber’s Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the fully exercise their Basic Subscription Right. The Units maximum amount of shares of Common Stock available for additional subscriptions will be those pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Basic Over-Subscription Right Privilege (the "Remaining Units"“Unsubscribed Shares”). Where If there are sufficient Remaining Units Unsubscribed Shares at the Expiration Time to satisfy all additional subscriptions by of record holders exercising their rights Rights under the Additional Over-Subscription Privilege, we will seek to honor each holder shall be allotted holder’s Over-Subscription Privilege requests in full at the Subscription Price. If, however, Over-Subscription Privilege requests exceed the number of Additional Units subscribed for. If shares of common stock available, we will allocate the aggregate number of Units subscribed for under the Additional Unsubscribed Shares as follows: (i) Pro rata among subscribers exercising their Over-Subscription Privilege exceeds in proportion to the number of Remaining Unitsshares of Common Stock owned by such shareholder on the Record Date, relative to the number of Remaining Units allotted shares owned on the Record Date by all subscribers exercising the Over-Subscription Privilege. (ii) If this pro rata allocation results in any shareholder receiving a greater number of shares of Common Stock than the shareholder subscribed for pursuant to each participant in the Additional exercise of the Over-Subscription Privilege, then such shareholder will be allocated only that number of shares for which the shareholder oversubscribed, and the remaining shares of Common Stock will be allocated among all other shareholders exercising the Over-Subscription Privilege shall on the same pro rata basis described in Section 4(b)(i) above. (iii) The proration process will be the product (disregarding fractions) obtained by multiplying the number repeated until all shares of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription PrivilegeCommon Stock have been allocated. Any fractional Unit shares of Common Stock to which persons exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Unsubscribed Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units Unsubscribed Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. Unsubscribed Shares allotted to such subscriber. (e) If a lesser number of Units Unsubscribed Shares is allotted to a subscriber under the Additional Over-Subscription Privilege than the subscriber has tendered payment forpaid or the Subscription Price of the actual number of Unsubscribed Shares available is less than the amount the subscriber actually paid, you shall remit the difference to the subscriber subscriber, without interest or deduction penalty, at the same time as certificates representing the securities Unsubscribed Shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. (ef) To the extent the amount a subscriber actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available, the subscriber will be allocated the number of Unsubscribed Shares for which such subscriber actually paid in connection with the Over-Subscription Privilege. (g) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing of certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft cashier’s or money order payable at par certified check (without deduction for bank service charges or otherwise) payable to the order of American Stock Transfer & Trust CompanyCompany or by wire transfer of immediately available funds to the subscription account maintained by you for use in the Rights Offering, you shall as soon as practicable after the Expiration DateTime, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities Shares underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right Privilege and the Additional Over-Subscription Privilege) (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Time, but in any event not later than the third business day following the Expiration Time, you shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised only by holders Eligible Holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit.have (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units subscribed for such Shares has been delivered, you shall mailshall, as contemplated in subparagraph (a) above, the mail certificates representing the additional securities such Shares which the each such subscriber has been allottedallotted (or credit by book-entry transfer the Depository Trust Company’s nominee position, or other applicable nominee position, with the Shares duly subscribed for). If a lesser number of Units Remaining Shares is allotted to a subscriber under the Additional Over-Subscription Privilege than the that for which such subscriber has tendered payment forpayment, you shall remit the difference to the such subscriber without interest or deduction at the same time as certificates representing the securities Shares allotted pursuant to the Additional Over-Subscription Privilege are mailedmailed (or book-entry accounts are credited). (e) Funds received by you pursuant to the Basic Subscription Right Privilege and the Additional Over- Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit account. Promptly after expiration of the Fund). Upon mailing certificates representing Rights Offering and after all pro rata allocations and adjustments have been completed and confirmed by the securities and refunding subscribers for additional Units subscribed for but not allocated, if anyCompany, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units all Shares sold in the Rights OfferingOffering and you shall refund payments to subscribers for Shares subscribed for but not allocated (if any).

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to [5:00 p.m.P.M., New York City time], on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph Section 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” as subscription agent, the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber's ’s registered address on the books of the Company Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (y) with respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you the Subscription Agent shall mailmail to subscribers who hold shares in certificated form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book entry form. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares of Common Stock subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Remaining Units subscribed forfor up to a maximum of 500,000 Remaining Units. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Basic Subscription Privilege Right and the denominator is the aggregate number of Remaining Units subscribed for under the Basic Subscription Right by all participants under the who are exercising their Additional Subscription Privilege. However, no holder shall be allocated more Remaining Units than such holder subscribed for. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 p.m.P.M., New York City time, on _________, 2005 (or on a later trading date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or deliveryDate”), as Subscription Agent, of (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in paragraph 8 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Subscription Price for each Right being exercised in U.S. funds Dollars by check, wire transfer or by check drawn on a bank draft or money order located in the United States payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you as Rights Agent.” (b) Upon the proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail Date provide to the subscriber's registered Company a summary of all the Rights exercises made in accordance with subparagraph 5(a) hereof, which summary shall set forth (i) the name and address on the books of the Company certificates representing Rights Holder that exercised the securities underlying each Unit duly subscribed for Rights, (pursuant to the Basic Subscription Right and the Additional Subscription Privilegeii) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be Rights exercised by holders who subscribe to all each such Rights Holder, (iii) the Units that can be subscribed for under the Basic total Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed Price paid by such Rights Holder and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted iii) the number and principal amount of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant Debentures issued to such allocation shall be rounded to the next whole UnitRights Holder. (c) Upon calculating The TASE Nominee and other Israeli Rights Holders may elect to exercise Rights directly with the Company by paying the subscription payment in New Israeli Shekels (or in U.S. Dollars if requested thereby and the Company so approves in writing) as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” Additionally, any Rights Holders that reside outside of Israel may exercise their Rights directly with the Company and pay the Subscription Price in New Israeli Shekels or in U.S. Dollars if prior to the Expiration Date the Company approves a written request from such Rights Holder to exercise directly with the Company (“Authorized Rights Holder”). The TASE Nominee and other Israeli Rights Holders (or any Authorized Rights Holder) shall exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels (or in U.S. Dollars in the case of an Authorized Rights Holder or the TASE Nominee or Israeli Rights Holders if approved by the Company) by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Rights Holders who exercised their Rights directly through the Company and the number of Units to which each subscriber is entitled pursuant Rights so exercised. The authentication and issuance of the Debentures to the Additional Subscription Privilege Rights Holders who exercised their Rights directly through the Company shall be effectuated by the Company and BONY as the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to Debenture registrar under the CompanyIndenture. (d) Upon calculating the number of Units Each Right may be exercised to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph purchase One Hundred (a100) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction U.S. Dollar denominated Debentures at the same time Subscription Price. Debentures shall be issued in one or more multiples of $1.00, and each Debenture is of $1.00 principal amount. Rights Holders, such as certificates representing banks, securities dealers and brokers, who receive Rights through the securities allotted pursuant Depository Trust Company as nominees for one or more beneficial owners shall be entitled to exercise their Rights Certificates on behalf of the Additional Subscription Privilege are mailedbeneficial owners. (e) Funds received by you pursuant to To the Basic Subscription Right and extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the Additional Subscription Privilege Expiration Date such outstanding Rights Certificates shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit automatically deemed cancelled and of the Fund). Upon mailing certificates representing the securities no further force and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offeringeffect.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for shares of Common Stock held by that participant under as of the Additional Subscription Privilege Record Date and the denominator is the aggregate number of Remaining Units subscribed for by all participants under shares of Common Stock outstanding as of the Additional Subscription PrivilegeRecord Date. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated segregated, non- interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 7 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by certified bank check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but not before receiving a Notice of Completion of Stockholder Vote and not until after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the Remaining Units shall be allocated pro rata among each stockholder exercising the Additional Subscription Privilege in proportion to the number of shares of Common Stock owned by such stockholder on the Record Date, relative to the number of shares owned on the record date by all stockholders exercising the Additional Subscription Privilege. If this pro rata allocation results in any stockholder receiving a greater number of Remaining Units allotted than the stockholder subscribed for pursuant to each participant in the exercise of the Additional Subscription Privilege, then such stockholder will be allocated only that number of Remaining Units for which the stockholder oversubscribed, and the additional Remaining Units will be allocated among all other stockholders exercising the Additional Subscription Privilege on the same pro rata basis described above. The proration process shall be the product (disregarding fractions) obtained by multiplying the number of repeated until all Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the have been allocated or all Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilegerequests have been satisfied. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon receipt of a Notice of Completion of Stockholder Vote from the Company and upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Shares subscribed for. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall will not be rounded to the next whole UnitCommon Share. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Common Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a non-interest bearing, segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated segregated, non- interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 hereof), below) or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or draft, money order payable at par (without deduction for bank service charges or otherwise) or wire transfer of immediately available funds to the order of American Stock Registrar and Transfer & Trust Company, you shall shall, as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) belowTime, mail to the subscriber's ’s registered address on the books of the Company or to the subscriber’s nominee, as applicable, certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date Time, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional such subscriber’s Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the fully exercise their Basic Subscription RightPrivilege. The Units maximum amount of shares of Common Stock available for additional subscriptions will be those pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Over-Subscription Privilege (the “Unsubscribed Shares”), it being understood that Xxxxxxxx X. Been and Xxxxxxxx X. Xxxxxxxx, III are required to exercise their Basic Subscription Right (Privilege pursuant to Standby Purchase Agreements entered into with the "Remaining Units")Company. Where If there are sufficient Remaining Units Unsubscribed Shares at the Expiration Time to satisfy all additional subscriptions by of record holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic Subscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the maximum number of Units subscribed for under the Additional shares of Common Stock available to a record holder pursuant to its Over-Subscription Privilege exceeds is less than the amount that such record holder actually paid in connection with the exercise of its Over-Subscription Privilege, such record holder will be allocated a number of Unsubscribed Shares equal to the product of (A) the total number of Unsubscribed Shares, multiplied by (B) a fraction, the dominator of which is (x) the number of Remaining Units, the number of Remaining Units allotted Rights distributed to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege such record holder and the denominator of which is (y) 18,915,078. (ii) To the extent the amount that a record holder actually paid in connection with the exercise of its Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Remaining Units subscribed for by all participants under the Additional shares of Common Stock available to such record holder pursuant to its Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional Unit shares of Common Stock to which persons exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Unsubscribed Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units Unsubscribed Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allottedUnsubscribed Shares allotted to such subscriber. If a lesser number of Units Unsubscribed Shares is allotted to a subscriber under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities Unsubscribed Shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing of certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company Partnership certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the CompanyPartnership. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next nearest whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the CompanyPartnership. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company Partnership all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft draft, postal or express money order or wire transfer payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe fully exercise to purchase all the Units Rights that can be subscribed exercised for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "”Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Over Subscription Privilege, each holder Record Holder shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Remaining Shares subscribed for under the Additional Over Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Over Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Over Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitRight. (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and assuming payment for the additional Units Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Remaining Shares is allotted to a subscriber under the Additional Over Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Rights subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Rights sold in the Rights Offering, together with any interest earned thereon.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units additional Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units subscribed for shares of Common Stock owned by that participant under on the Additional Subscription Privilege Record Date and the denominator is the aggregate number of Remaining Units subscribed for shares of Common Stock owned by all participants under duly exercising their Additional Subscription Privilege. If this pro-rata allocation results in any participants receiving a greater number of Shares than the participant subscribed for pursuant to the exercise of the Additional Subscription Privilege, then such participant will be allocated only that number of Shares for which such participant oversubscribed, and any then-Remaining Shares will be allocated among all other participants duly exercising their Additional Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Remaining Shares have been allocated. Any fractional Unit Share to which persons exercising their Additional Subscription Privilege Rights would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & “Equiniti Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates Fund certificates, if any, representing the securities underlying each Unit Common Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the CompanyFund. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each eligible subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who were holders of Common Shares as of the Record Date and who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Shares subscribed for. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Common Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Common Units to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Common Unit. (c) Upon calculating the number of Common Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Common Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates certificates, if any, representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) Notwithstanding anything to the contrary herein, the Subscription Agent shall from time to time prior to the Expiration Date offer to the dealer manager for the offering (the “Dealer Manager”) Rights which the holders thereof have tendered to the Subscription Agent for sale and to facilitate the exercise of Rights acquired by the Dealer Manager at its option on one or more dates, which are expected to be prior to the Expiration Date, at the subscription price set forth in the Prospectus (which may be different from the Subscription Price), in each case in accordance with the Prospectus.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 hereof), or Nominee Holder Certification from the Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the aggregate Subscription Price in U.S. United States funds by check(x) certified check payable to Registrar and Transfer Company (drawn upon a United States bank), bank draft (y) postal, telegraphic or express money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Registrar and Transfer & Trust Company, or (z) wire transfer of immediately available funds to accounts maintained by you, you shall shall, as soon as practicable after the Expiration DateTime, but after performing upon written instruction of the procedures described in subparagraphs (b) and (c) belowCompany, mail to the subscriber's registered appropriate address properly listed on the books of the Company Rights Certificates, stock certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant for, deliver to the Basic Subscription Right and the Additional Subscription Privilege) Depository Trust Company shares subscribed by beneficial owners, and furnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date Time, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional such subscriber’s Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the fully exercise their Basic Subscription Right. The Units maximum amount of shares of Common Stock available for additional subscriptions will be those pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"“Unsubscribed Shares”), it being understood that shares are offered for sale. Where If there are sufficient Remaining Units Unsubscribed Shares at the Expiration Time to satisfy all additional subscriptions by of record holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic Subscription Right to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the actual number of Units subscribed for under shares of Common Stock available to a record holder pursuant to the Additional Over-Subscription Privilege exceeds is less than the amount that such record holder actually paid in connection with the exercise of the Over-Subscription Privilege, such record holder will be allocated only the number of Remaining Units, the number of Remaining Units allotted Unsubscribed Shares actually available to each participant in the Additional Subscription Privilege shall him. Unsubscribed Shares will be the product (disregarding fractions) obtained allocated among stockholders who over-subscribed by multiplying the number of Remaining Units shares requested by each stockholder through the exercise of their Over-Subscription Privileges by a fraction of which the numerator is that equals (x) the number of Units subscribed for shares available to be issued through Over-Subscription Privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges. 2 (ii) To the extent the amount that participant under a record holder actually paid in connection with the Additional exercise of the Over-Subscription Privilege and the denominator is less than the aggregate Subscription Price of the actual number of Remaining Units subscribed for by all participants under shares of Common Stock available to such record holder pursuant to the Additional Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional Unit shares of Common Stock to which persons exercising their Additional Basic Subscription Rights or Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Unsubscribed Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber registered holder without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers Rights Holders for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (ii) payment in full of the estimated Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b), (c) and (cd) below, and only after receipt of the full Subscription Price therefor, mail to the subscriber's Rights Holder’s registered address on the books of the Company certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders (i) Rights Holders who are Record Date Stockholders and subscribe to all the Units shares that can be subscribed for under the Basic Subscription RightRight and (ii) the other Rights Holders who exercise Rights. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where As long as there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders Rights Holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder all of such Rights Holders shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units shares subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the Remaining Shares shall be allotted to the participants in the Over-Subscription Privilege as follows: First, to the participants in the Over-Subscription Privilege who were Record Date Stockholders and, to the extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Remaining Units allotted shares of Common Stock held by such participants on the Record Date; and, second, to each participant the participants in the Additional Over-Subscription Privilege shall be who were not Record Date Stockholders and, to the product (disregarding fractions) obtained by multiplying extent there are insufficient Remaining Shares to cover the allotments to such participants, on a pro-rata basis among such participants based on the number of Remaining Units Rights held by such participants on the Expiration Date; provided, however, that if this allocation results in any participant being allocated a fraction of which the numerator is the greater number of Units shares than such participant subscribed for by that pursuant to the exercise of the Over-Subscription Privilege, then such participant under shall be allocated only such number of shares pursuant to the Additional Over-Subscription Privilege and the denominator is the aggregate number as such participant subscribed for. No fractional shares of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise Common Stock will be entitled issued pursuant to such allocation shall be rounded to the next whole Unitexercise of the Rights. (c) Upon calculating the number of Units shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaidoverpaid or underpaid, if any, by each subscriberRights Holder, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and assuming subject to payment of the full Subscription Price for the additional Units subscribed for has been deliveredshares being received by you, you shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities shares which the subscriber Rights Holder has been allotted. If a lesser number of Units shares is allotted to a subscriber Rights Holder under the Additional Over-Subscription Privilege than the subscriber Rights Holder has tendered payment for, you shall remit the difference to the subscriber Rights Holder without interest or deduction at the same time as certificates representing the securities shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities shares and refunding subscribers Rights Holders for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt (i) prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price (including the amount, if any, in excess of the Estimated Subscription Price (the “Subscription Price Deficiency”)) in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units")Subscription. Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders Rights Holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder Rights Holders shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Remaining Shares subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over-Subscription Privilege shall be subject to proration. No fractional Shares will be issued pursuant to the product (disregarding fractions) obtained by multiplying exercise of the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription PrivilegeRights. Any All fractional Unit Shares to which persons Rights Holders exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole UnitShare. (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriberRights Holder (the “Subscription Price Overage”) or the applicable Subscription Price Deficiency, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units Remaining Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities Shares which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber Rights Holder under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference applicable Subscription Price Overage to the subscriber Rights Holder without interest or deduction at the same time as certificates representing the securities Shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities Shares and refunding subscribers Rights Holders for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & “Equiniti Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City Eastern Standard time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and through (ce) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit share of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Stock that can be subscribed for under the Basic Subscription Right. The Units Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed forShares subscribed. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare. (c) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon receiving the list generated by the Subscription Agent in (c) above, the Company may within ten (10) business days of receiving the list direct the Subscription Agent not to full the Additional Subscription Privilege of any subscriber, in whole or part, at the Company’s sole discretion. The Subscription Agent shall return the subscription payment made by a subscriber relating to the portion of the Additional Subscription Privilege of the subscriber that was rejected by the Company. (e) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege (and assuming not rejected by the Company as set forth in (d) above) and after payment for the additional Units shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (ef) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Basic Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Basic Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 10 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC as subscription agent” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, (i) with respect to subscribers who hold shares in certificated form, mail to the subscriber's ’s registered address on the books of the Company Company, or to the address provided on the reverse side of the subscriber’s Subscription Certificate, certificates representing the securities underlying each Unit Shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (ii) with respect to all other subscribers, note the ownership of shares purchased in book-entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to for all the Units Shares that can be subscribed for under the Basic Subscription RightRight by such holders. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed forfor as described in the Prospectus. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units subscribed for Shares owned by that participant under on the Additional Subscription Privilege Record Date and the denominator is the aggregate number of Remaining Units subscribed for Shares held by all participants under in the Additional Subscription PrivilegePrivilege on the Record Date. Any fractional Unit Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unit.Share. AST Confidential and Proprietary Information – Version August 2015 3 (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mailmail to subscribers who hold shares in certificated form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book-entry form. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date by delivering a notice of withdrawal to the Subscription Agent, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 12 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” as subscription agent, the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber's ’s registered address on the books of the Company Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (y) with respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book-entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you the Subscription Agent shall mailmail to subscribers who hold shares in certificated form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book-entry form. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares of Common Stock subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. Notwithstanding anything to the contrary, if the subscriber properly withdraws its subscription prior to the Expiration Date, the Subscription Agent shall return any monies paid by such subscriber.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 hereofbelow), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or draft, money order payable at par (without deduction for bank service charges or otherwise) or wire transfer of immediately available funds to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) belowTime, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date Time, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional such subscriber’s Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the fully exercise their Basic Subscription RightPrivilege. The Units maximum amount of shares of Common Stock available for additional subscriptions will be those pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Over-Subscription Privilege, it being understood that Tontine Capital Partners, L.P. (“Tontine”) is required to exercise its Basic Subscription Right Privilege pursuant to a Standby Purchase Agreement entered into with the Company (the "Remaining Units"“Unsubscribed Shares”). Where If there are sufficient Remaining Units Unsubscribed Shares at the Expiration Time to satisfy all additional subscriptions by of record holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic Subscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the maximum number of Units subscribed for under shares of Common Stock available to a record holder pursuant to its Oversubscription Privilege is less than the Additional amount that such record holder actually paid in connection with the exercise of its Over-Subscription Privilege exceeds Privilege, such record holder will be allocated a number of Unsubscribed Shares equal to the product of (A) the total number of Unsubscribed Shares, multiplied by (B) a fraction, the dominator of which is (x) the number of Remaining Units, the number of Remaining Units allotted Rights distributed to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege such record holder and the denominator of which is (y) 61,266,314 multiplied by (C) 0.50. (ii) To the extent the amount that a record holder actually paid in connection with the exercise of its Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Remaining Units subscribed shares of Common Stock available to such record holder pursuant to its Oversubscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for by all participants under which the Additional Subscription Privilegesubscriber paid. Any fractional Unit shares of Common Stock to which persons exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Unsubscribed Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units Unsubscribed Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allottedUnsubscribed Shares allotted to such subscriber. If a lesser number of Units Unsubscribed Shares is allotted to a subscriber under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities Unsubscribed Shares allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing of certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocatedshares of Common Stock subscribed, if anyor upon the earlier request of the Company following the Expiration Time, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City timeEastern Standard Time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right Privilege and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe purchase all of the shares of Common Stock available to all the Units that can be subscribed for under them pursuant to the Basic Subscription RightPrivilege. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right Privilege (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units additional shares subscribed for. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units shares requested by each shareholder through the exercise of their over-subscription privileges by a fraction of which the numerator is that equals (x) the number of Units subscribed for shares available to be issued through over-subscription privileges divided by that participant under (y) the Additional Subscription Privilege and the denominator is the aggregate total number of Remaining Units subscribed for shares requested by all participants under subscribers through the Additional Subscription Privilegeexercise of their over-subscription privileges. Any fractional Unit shares of Common Stock to which persons exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next nearest whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right Privilege and the Additional Over-Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 p.m.P.M., New York City time, on January 12, 2006 (or on a later date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or deliveryDate”), as Subscription Agent, of (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in paragraph 8 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Subscription Price for each Right being exercised in U.S. funds Dollars by check, wire transfer or by check drawn on a bank draft or money order located in the United States payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you as Rights Agent.” (b) Upon the proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail Date provide to the subscriber's registered Company a summary of all the Rights exercises made in accordance with subparagraph 5(a) hereof, which summary shall set forth (i) the name and address on the books of the Company certificates representing Rights Holder that exercised the securities underlying each Unit duly subscribed for Rights, (pursuant to the Basic Subscription Right and the Additional Subscription Privilegeii) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be Rights exercised by holders who subscribe to all each such Rights Holder, (iii) the Units that can be subscribed for under the Basic total Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed Price paid by such Rights Holder and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted iii) the number and principal amount of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant Debentures issued to such allocation shall be rounded to the next whole UnitRights Holder. (c) Upon calculating The TASE Nominee and other Israeli Rights Holders may elect to exercise Rights directly with the Company by paying the subscription payment in New Israeli Shekels (or in U.S. Dollars if requested thereby and the Company so approves in writing) as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” Additionally, any Rights Holders that reside outside of Israel may exercise their Rights directly with the Company and pay the Subscription Price in New Israeli Shekels or in U.S. Dollars if prior to the Expiration Date the Company approves a written request from such Rights Holder to exercise directly with the Company (“Authorized Rights Holder”). The TASE Nominee and other Israeli Rights Holders (or any Authorized Rights Holder) shall exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels (or in U.S. Dollars in the case of an Authorized Rights Holder or the TASE Nominee or Israeli Rights Holders if approved by the Company) by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Rights Holders who exercised their Rights directly through the Company and the number of Units to which each subscriber is entitled pursuant Rights so exercised. The authentication and issuance of the Debentures to the Additional Subscription Privilege Rights Holders who exercised their Rights directly through the Company shall be effectuated by the Company and BONY as the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to Debenture registrar under the CompanyIndenture. (d) Upon calculating the number of Units Each Right may be exercised to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph purchase One Hundred (a100) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction U.S. Dollar denominated Debentures at the same time Subscription Price. Debentures shall be issued in one or more multiples of $1.00, and each Debenture is of $1.00 principal amount. Rights Holders, such as certificates representing banks, securities dealers and brokers, who receive Rights through the securities allotted pursuant Depository Trust Company as nominees for one or more beneficial owners shall be entitled to exercise their Rights Certificates on behalf of the Additional Subscription Privilege are mailedbeneficial owners. (e) Funds received by you pursuant to To the Basic Subscription Right and extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the Additional Subscription Privilege Expiration Date such outstanding Rights Certificates shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit automatically deemed cancelled and of the Fund). Upon mailing certificates representing the securities no further force and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offeringeffect.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and below furnish a list of all such information to the CompanyFund. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Remaining Common Shares subscribed for. To the extent sufficient Common Shares are not available to fulfill all over-subscription requests, Remaining Common Shares will be allocated pro rata among those Record Date Shareholders who over-subscribe based on the number of Rights issued to them by the Fund. The allocation process may involve a series of allocations in order to assure that the total number of Common Shares available for over-subscriptions is distributed on a pro rata basis. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units subscribed for Common Shares held by that participant under on the Additional Subscription Privilege Record Date and the denominator is the aggregate number total Record Date position of Remaining Units subscribed for by all participants under persons participating in the Additional Subscription Privilege. Any fractional Unit Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitCommon Share. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Upon If, upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Remaining Common Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are maileddeduction. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Remaining Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Rights to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units Rights that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units")Subscription. Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders Rights Holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder Rights Holders shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Rights subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over-Subscription Privilege shall be subject to proration. No fractional shares of Common Stock will be issued pursuant to the product (disregarding fractions) obtained by multiplying exercise of the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription PrivilegeRights. Any fractional Unit shares to which persons Rights Holders exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole Unitshare. (c) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriberRights Holder, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares to which each subscriber Rights Holder is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber Rights Holder under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber Rights Holder without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers Rights Holders for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 7 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "”Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph Section 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” as subscription agent, the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, (x) with respect to subscribers who hold Common Stock in certificated form, mail to the subscriber's ’s registered address on the books of the Company Company, or to the address provided on the reverse side of the subscriber’s Subscription certificate, certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company, or (y) with respect to all other subscribers, note the ownership of shares of Common Stock subscribed for in book entry form and furnish a list to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you the Subscription Agent shall mailmail to subscribers who hold shares in certificated form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. With respect to all other subscribers, the Subscription Agent shall note the ownership of shares purchased in book entry form. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares of Common Stock subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Paragraph 6 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft draft, wire transfer or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Interwest Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the total number of Units to which each subscriber is entitled pursuant to shares that are available for the Additional Subscription Over-subscription Privilege. The Additional Subscription Over-subscription Privilege may only be exercised by holders who subscribe to all the Units shares that can be subscribed for under the Basic Subscription Right. The Units shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining UnitsShares"). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Over-subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Over-subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Over-subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is ownership of shares of each participant in the number of Units subscribed for by that participant under the Additional Subscription Over-subscription Privilege round and the denominator is the aggregate number total ownership of Remaining Units subscribed for by all participants under stockholders participating in the Additional Subscription PrivilegeOver-subscription Privilege round. Any fractional Unit share to which persons exercising their Additional Subscription Over-subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare. (c) Upon calculating As soon as is practicable after the Expiration Date you shall provide the Company with a report (the “Over-subscription Report”) that sets forth (i) the total number of shares subscribed for, (ii) the total number of shares not subscribed for, (iii) the aggregate Over-subscription Privilege exercised by their shareholders, (iv) a list of the shareholders exercising the Over-subscription Privilege, (v) the number of Units shares subscribed for by each shareholder pursuant to which their exercise of the Over-subscription Privilege, (vi) the amount of funds tendered by each subscriber is entitled shareholder with respect to their exercise of the Over-subscription Privilege, (vii) a column next to each shareholder’s name for the Company to fill in the number of shares to be issued to each shareholder pursuant to the Additional Subscription Privilege exercise of the Over-subscription Privilege, and (viii) a column indicating the amount overpaidamount, if any, to be refunded to each shareholder who exercised the Over-subscription Privilege. Based on the foregoing, and after the Company has completed the Over-subscription Report as required by each subscriberthe immediately preceding sentence, you shall, as soon as practicable, furnish a list will issue the requisite number of all such information shares pursuant to the CompanyOver-subscription Privilege as well as provide all refunds, if any and as appropriate. (d) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Over-subscription Privilege and assuming payment for the additional Units shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber under the Additional Subscription Over-subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber by check without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Over-subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Over-subscription Privilege shall be held by you in a segregated interest-bearing account (account. You shall invest and reinvest such funds in your [Time Deposit Open Account or, if directed by the Company, a money market fund which interest will inure to the benefit of the Fund)has been placed in its highest rating category by Standard & Poors or Xxxxx'x. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights OfferingOffering (together with all interest earned thereon).

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail mail, facsimile or delivery), ) as Subscription Agent, Agent of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of in the Subscription Certificate (except as provided in paragraph 8 6 hereof), and (ii) payment in full of the subscription price set forth on the cover page of the Prospectus for the shares of Common Stock subscribed for (the "Subscription Price Price") in U.S. funds (i) by personal check, certified or cashier's check, bank draft or a postal, telegraphic or express money order payable at par (without deduction for bank service charges or otherwise) to you, "AS SUBSCRIPTION AGENT"; (ii) or wire transfer of immediately available funds; or (iii) an alternative payment method arranged by you and approved by the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, Date but after performing the procedures described in subparagraphs (b) and (c) below, below (which is anticipated to be the twelfth business day thereafter) mail to the subscriber's registered address addresses on the books of the Company certificates representing the securities underlying each Unit shares of Common Stock for the Rights duly subscribed for exercised (pursuant to the Basic Subscription Right Privilege and the Additional Subscription Over-subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares to which each subscriber is entitled to receive pursuant to the Additional Subscription Over-subscription Privilege. The Additional Subscription Over-subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for by them under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining UnitsShares"). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Over-subscription Privilege, each holder shall be allotted the number of Additional Units additional shares subscribed for. If the aggregate number of Units shares subscribed for under the Additional Subscription Over-subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares initially allotted to each participant in the Additional Subscription Over-subscription Privilege shall be the lesser of (i) the number of shares which that participant has subscribed for under the Over-subscription Privilege and (ii) the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares subscribed for by that the participant under the Additional Basic Subscription Privilege Right and the denominator is the aggregate number of Remaining Units shares subscribed for by all participants under the Additional Basic Subscription Privilege. If after the initial allotment there are still Remaining Shares and holders of Rights whose exercise of the Over-subscription Privilege has not been fully satisfied, such Remaining Shares shall be allocated (one or more time as necessary) in accordance with the foregoing principal until all available Remaining Shares have been allocated. Any fractional Unit share to which persons exercising their Additional Subscription Over-subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded up to the next whole Unitshare. (c) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Over-subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, (i) furnish a list of all such information to the CompanyCompany and (ii) inform holders of Subscription Certificates who participated in the Over-subscription Privilege of the number of additional shares, if any, allotted to them. (d) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Over-subscription Privilege and assuming payment for the additional Units shares subscribed for has been delivered, you shall mail, mail to the subscriber's registered address on the books of the Company the additional shares the subscriber has been allotted as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber under the Additional Subscription Over-subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities shares allotted pursuant to the Additional Subscription Over-subscription Privilege are mailed. (e) You shall promptly remit, after expiration of the Rights Offering and issuance of certificates for the shares subscribed for, all funds received in payment of the Subscription Price under the Basic Subscription Right to the Company. Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Over-subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure pending allocation of shares issued pursuant to the benefit of the Fund)Over-subscription Privilege. Upon mailing certificates representing the securities shares and refunding subscribers subscribers' funds for additional Units shares subscribed for but not allocatedallotted, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in under the Rights OfferingOver-subscription Privilege to the Company.

Subscription Procedure. (a) Upon your the Subscription Agent's receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft check or money order payable at par wire transfer (without deduction for bank service charges or otherwise) to the order of "American Stock Transfer & Trust Company, you LLC," the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing statements confirming the issuance of the uncertificated securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right as well as any Shares issued pursuant to the Company's exercise of an over-allotment option (collectively, the "Remaining UnitsShares"). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be calculated as set forth in the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitProspectus Supplement. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing statements confirming the issuance of the additional uncertificated securities which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing statements confirming the issuance of the uncertificated securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interestnon-interest bearing account (which interest interest, if any, paid on the balances in the account will inure accrue to the benefit of the FundCompany). Upon mailing certificates representing statements confirming the issuance of uncertificated securities and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) The issuance of ordinary shares purchased in the rights offering will be made on [ ], 2011 (the “Issuance Date”). Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by checkwire, bank draft check or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Issuance Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Ordinary Shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Ordinary Shares that can be subscribed for under the Basic Subscription Right. The Units Ordinary Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"the”Remaining Rights”). Where there are sufficient Remaining Units Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units additional Ordinary Shares subscribed for. If the aggregate number of Units Ordinary Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsRights, the number of Remaining Units Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Rights by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitRight. (c) Upon calculating the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Ordinary Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities Ordinary Shares which the subscriber has been allotted. If a lesser number of Units Ordinary Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities Ordinary Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities Ordinary Shares and refunding subscribers for additional Units Ordinary Shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Ordinary Shares sold in the Rights Offering. (f) Record Holders that reside in Israel (“Israeli Record Holders”) may elect to exercise their Rights by paying the subscription payment in U.S. dollars or in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The Israeli Rights Holders may exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in U.S. dollars or in New Israeli Shekels by bank check or wire transfer payable to the Company, all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the number of Rights so exercised.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft draft, postal or express money order or wire transfer payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date Date, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege. The Additional Over Subscription Privilege may only be exercised by holders Record Holders who subscribe fully exercise to purchase all the Units Rights that can be subscribed exercised for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Over Subscription Privilege, each holder Record Holder shall be allotted the number of Additional Units Remaining Shares subscribed for. If the aggregate number of Units Remaining Shares subscribed for under the Additional Over Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Over Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Over Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Over Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Over Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole UnitRight. (c) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Shares to which each subscriber is entitled pursuant to the Additional Over Subscription Privilege and assuming payment for the additional Units Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Remaining Shares is allotted to a subscriber under the Additional Over Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Rights subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Rights sold in the Rights Offering, together with any interest earned thereon.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Remaining Units subscribed forfor up to a maximum of 500,000 Remaining Units. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Basic Subscription Privilege Right and the denominator is the aggregate number of Remaining Units subscribed for under the Basic Subscription Right by all participants under the who are exercising their Additional Subscription Privilege. However, no holder shall be allocated more Remaining Units than such holder subscribed for. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail mail, hand or overnight delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, certified check, cashier's check, or bank draft drawn upon a U.S. bank or a U.S. postal money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities shares of Common Stock underlying each Unit whole Right duly subscribed for (pursuant to the Basic Subscription Right Privilege and the Additional Subscription Oversubscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription PrivilegeOversubscription Privilege and subject to the limits thereon. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to purchase all of the Units shares of Common Stock that can be subscribed for under the their Basic Subscription RightPrivilege. The Units shares of Common Stock available for additional subscriptions purchase under the Oversubscription Privilege will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right Privilege (the "Remaining UnitsShares"). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units additional shares of Common Stock subscribed for, subject to the limit on the holder's Oversubscription Privilege. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Oversubscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege Oversubscription Privilege, subject to the limit on the holder's Oversubscription Privilege, shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units shares of Common Stock duly subscribed for by that participant under the Additional Subscription Oversubscription Privilege and the denominator is the aggregate number of Remaining Units additional shares of Common Stock duly subscribed for by all participants under the Additional Subscription Oversubscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities shares of Common Stock which the subscriber has been allotted. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Subscription Oversubscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities shares of Common Stock allotted pursuant to the Additional Subscription Oversubscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right Privilege and the Additional Subscription Oversubscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities shares of Common Stock purchased in the Rights Offering and refunding to subscribers any funds delivered for additional Units shares of Common Stock subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares of Common Stock sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust CompanyFBO USA Technologies, Inc., you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b), (c) and (cd) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock and Warrants to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock and Warrants that can be subscribed for under the Basic Subscription Right. The Units Common Stock and Warrants available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "”Remaining Units"Securities”). Where there are sufficient Remaining Units Securities to satisfy all additional subscriptions by holders exercising their rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units Securities subscribed for. If the aggregate number of Units shares of Common Stock and Warrants subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining UnitsSecurities, the number of Remaining Units Securities allotted to each participant in the Additional Over-Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Securities by a fraction of which the numerator is the number of Units Remaining Securities subscribed for by that participant under the Additional Over-Subscription Privilege and the denominator is the aggregate number of Remaining Units Securities subscribed for by all participants under the Additional Over-Subscription Privilege. Any fractional Unit Remaining Securities to which persons exercising their Additional Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare of Common Stock or Warrant. (c) Upon calculating the number of Units Remaining Securities to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Remaining Securities to which each subscriber is entitled pursuant to the Additional Subscription Over -Subscription Privilege and assuming payment for the additional Units Remaining Securities subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Remaining Securities is allotted to a subscriber under the Additional Over-Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Over- Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units securities subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares of Common Stock and Warrants sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price multiplied by the number of shares of Common Stock subscribed for in U.S. funds by check, wire transfer, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust CompanyNational City Bank, you shall shall, as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the applicable subscriber's ’s registered address on the books of the Company certificates Company, a stock certificate(s) representing the securities underlying each Unit duly shares of Common Stock subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (for which interest will inure the Company shall be entitled to the benefit of the Fund)all accrued interest. Upon mailing certificates a stock certificate(s) representing the securities and refunding subscribers for additional Units shares of Common Stock subscribed for but not allocated, if anyfor, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering. (c) You acknowledge that two of the Company’s shareholders, Tontine Capital Partners, L.P. and its affiliate, Tontine Capital Overseas Master Fund, L.P. (collectively, “Tontine Capital”), are participating in the Rights Offering pursuant to a Standby Purchase Agreement, dated September 17, 2007 (the “Standby Purchase Agreement”), through a private placement, pursuant to which Tontine Capital has agreed to purchase an aggregate of 509,366 shares of the Company’s Common Stock, representing Tontine Capital’s pro rata portion of the total 1,333,333 shares to be offered in the Rights Offering, at the same $11.25 Subscription Price per share. Furthermore, if any Rights remain unexercised after the close of the Rights Offering, Tontine Capital has agreed, pursuant to the Standby Purchase Agreement and subject to certain conditions and limitations, to purchase all of the shares of the Company’s Common Stock not subscribed for in the Rights Offering by the Company’s other shareholders at a price per share equal to the Subscription Price. All payments for shares purchased by Tontine Capital will be made directly to the Company. You agree to deliver stock certificate(s) representing the total number of shares of Common Stock subscribed for by Tontine Capital in the manner and at the time directed by the Company.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & “Equiniti Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Common Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Shares subscribed for. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Common Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitCommon Shares. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Common Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ’s receipt of (i) any Subscription Certificate completed and endorsed for exercisein accordance with the terms set forth in the Prospectus, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing statements confirming the issuance of the uncertificated securities underlying each Unit New Share duly subscribed for (pursuant to the Basic Primary Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the number of Units New Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all as set forth in the Units that can be subscribed for under the Basic Subscription RightProspectus. The Units available for additional subscriptions will be those that have not been subscribed and paid for New Shares pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant may be issued as set forth in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitProspectus. (c) Upon calculating the number proration of Units New Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information the proration to the CompanyCompany for review and approval. (d) Upon calculating the number of Units New Shares to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and assuming payment for the additional Units New Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing statements confirming the issuance of the additional uncertificated securities which the subscriber has been allotted. If a lesser number of Units New Shares is allotted to a subscriber under the Additional Over- Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing statements confirming the issuance of the uncertificated securities allotted pursuant to the Additional Over-Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Primary Subscription Right and the Additional Over-Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest interest, if any, paid on the balances in the account will inure accrue to the benefit of the FundCompany). Upon mailing certificates representing statements confirming the issuance of uncertificated securities and refunding subscribers for additional Units New Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold New Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, wire transferor bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC (acting as subscription agent for Trinity Place Holdings Inc.)” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and - (ce) below, mail issue in book-entry form to the subscriber's registered address ’s account on the books of the Company certificates representing the securities underlying each Unit Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the total number of Units Shares to which each subscriber is subscribers are entitled pursuant to the Additional Subscription Oversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders a holder who subscribe subscribes to all the Units Shares that can be subscribed for under the such holder’s Basic Subscription Right; provided that, MFP Partners, L.P. has waived its Oversubscription Privilege pursuant to an agreement with the Company and will not be entitled to exercise its Oversubscription Privilege. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units additional Shares subscribed for, subject to the Cutback (as defined below). If the number of Remaining Shares is not sufficient to satisfy all requests for Shares under the Oversubscription Privilege, the holders who exercised their Oversubscription Privilege will be allocated such Remaining Shares in proportion to the product (rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of Units subscribed for under Shares does not exceed the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractionsAggregate Offering Amount) obtained by multiplying the number of Remaining Units Shares such holder subscribed for under the Oversubscription Privilege by a fraction the numerator of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege Remaining Shares and the denominator of which is the aggregate total number of Remaining Units Shares sought to be subscribed for under the Oversubscription Privilege by all participants holders participating in such Oversubscription Privilege, subject to the Cutback. Rights under the Additional Oversubscription Privilege shall be exercised at the same time as Rights under the Basic Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Basic Subscription Right and Oversubscription Privilege (assuming payment for the additional Shares subscribed for has been delivered) and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicablepracticable (and prior to issuing any Shares to such subscribers), furnish a list of all such information to the CompanyCompany (the “Initial Subscriber Information”). (d) Upon calculating Notwithstanding anything herein to the number contrary, as promptly as practicable after the Expiration Date and delivery of Units the Initial Subscriber Information by the Subscription Agent to which each subscriber the Company, the Company, at its discretion and in consultation with its tax advisors, will determine whether any reduction in the amount of subscribed Shares is entitled necessary or advisable in order to preserve the Company’s ability to utilize the full benefits of its net operating losses and related tax benefits (such reduction, if any, the “Cutback”). The Company will notify the Subscription Agent of any changes to the Initial Subscriber Information as promptly as practicable following such determination, and will furnish the revised list of Initial Subscriber Information, as applicable to the Subscription Agent (the “Final Subscriber Information”). In no event shall the Subscription Agent issue any Shares to subscribers, whether pursuant to the Additional exercise of Basic Subscription Privilege and assuming payment for Rights of the additional Units subscribed for has been deliveredOversubscription Privilege, you prior to its receipt of the Final Subscriber Information from the Company. (e) Upon receipt of the Final Subscriber Information, the Subscription Agent shall mailissue in book-entry form, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities Shares which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Oversubscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Oversubscription Privilege are mailed. (ef) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities issuing Shares in book-entry form and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt For a valid exercise of Rights to occur, the Subscription Agent must receive, by mail, hand delivery, and otherwise, prior to 5:00 p.m., New York City Denver, Colorado time, on the Expiration Date (by mail or deliveryas defined in the Prospectus), as Subscription Agentthe Rights Certificate pertaining to such Rights, of (i) any Subscription Certificate which has been properly completed and endorsed for exercise, as provided in the instructions on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price in U.S. funds for the number of shares of Common Stock subscribed by personal check, bank draft certified or cashier's check, money order or wire transfer for good funds payable at par (without deduction for bank service charges or otherwise) to the order of American "Corporate Stock Transfer & Trust Transfer, Inc., as Subscription Agent." (b) Within five (5) business days after the Expiration Date, the Subscription Agent shall prepare a preliminary list of the names, addresses and taxpayer identification numbers of subscribers pursuant to the valid exercise of Rights, which list shall be finalized by the Subscription Agent as soon as practicable thereafter. The shares of Common Stock and E Warrants comprising the Units validly subscribed for pursuant to the Rights shall be issued by the Subscription Agent, acting in its role as transfer agent and registrar for the Common Stock and E Warrants, upon receipt of written instructions from the Company. (c) Within five (5) business days after receipt of written instructions from the Company to mail the shares of Common Stock and E Warrants comprising the Units subscribed for pursuant to the Rights, you the Subscription Agent shall mail certificates representing the E Warrants subscribed for by the holders of the Rights. The certificates shall be mailed via first class mail to the subscribers' addressee as shown on the reverse side of the Rights Certificate or, if none, then as listed on the Subscription Agent's register (except that the Subscription Agent shall comply with any ancillary written delivery instructions provided by any subscriber). The Subscription Agent shall maintain a mail loss surety bond protecting the Company and the Subscription Agent from loss or liability arising out of non-receipt or non-delivery of such certificates. (d) No fractional Units will be issued by the Company. Any Rights Offeree who would be entitled to purchase a fractional Unit will be given the right to purchase a full Unit. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Units than the number for which they would be entitled to subscribe under the original Rights Certificate. Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be given the right to purchase a full Unit when entitled to purchase a fractional Unit and shall be entitled to exercise their Rights Certificates on behalf of the beneficial owners. (e) Rights Offerees shall have the right to subscribe for Unsubscribed Rights pro rata to their ownership immediately prior to the Offering (the "Additional Subscription Privilege") at the Subscription Price. The Subscription Agent shall determine the number of Units subscribed for pursuant to the exercise of the Additional Subscription Privilege. If sufficient Units in excess of all Units subscribed for pursuant to the regular exercise of Rights are available to satisfy all exercised Additional Subscription Privileges, the Subscription Agent shall fill all such exercised Additional Subscription Privileges as and to the same extent as if pursuant to the regular exercise of Rights. To the extent, however, that sufficient Units are not available to fill all such exercised Additional Subscription Privileges, the Units which are available will be allocated among those electing to additionally subscribe pro rata to the ownership of Common Stock. Unsubscribed Rights as of the Expiration Date may be subscribed for by those electing to exercise the Additional Subscription Privilege. To exercise the Additional Subscription Privilege, the appropriate block on the Additional Subscription form must be completed and payment in full for additional Units must accompany the form and be submitted to the Subscription Agent prior to the Expiration Date. In the event any holder who exercises his Subscription Privilege does not receive the Units subscribed therefor, the Subscription Agent shall refund the Subscription Price paid for the Units not received, without interest, to such holder as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City timeEastern Time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates a direct registration account statement representing the securities underlying each Unit Units duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions over-subscription will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Over-Subscription Privilege shall be determined in accordance with the product following formula: ● Each holder who exercises the over-subscription privilege will be allocated a percentage of the remaining Units equal to the percentage that results from dividing (disregarding fractionsi) obtained by multiplying the number of Remaining Units Basic Subscription Rights which that holder exercised by a fraction of which the numerator is (ii) the number of Units subscribed for by that participant under Basic Subscription Rights which all holders who wish to participate in the Additional Over-Subscription Privilege exercised. Such percentage could result in the allocation of more or fewer Over-Subscription Units than the holder requested to purchase through the exercise of the over-subscription privilege. ● Example A: If Unit holder A holds 2,000 subscription rights and Unit holder B holds 3,000 subscription rights, and they are the denominator is only two holders who exercise the aggregate number over-subscription privilege, holder A will be allocated 40% and holder B will be allocated 60% of Remaining all remaining Depositary Receipts available. ● Second, if the allocation of remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating formula described above in the first step would result in any holder receiving a greater number of Units to which each subscriber is entitled than that holder subscribed for pursuant to the Additional Subscription Privilege and the amount overpaidover-subscription privilege, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all then such information to the Company. (d) Upon calculating the holder will be allocated only that number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailedholder over-subscribed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, including electronic delivery through the facilities of the DTC) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company (or such other address as the subscriber may request in his or her properly completed Subscription Certificate) certificates representing the securities underlying each Unit Common Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you Date, the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitentitled. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities Common Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Agent shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities Common Shares and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon receipt of notice from the Company of such withdrawal, cancellation or termination, liquidate the segregated account in which the monies were held as promptly as practicable and remit to each subscribing Record Holder the funds tendered by such holder upon exercise of his or her Rights. For the avoidance of doubt, Section 12 below shall apply irrespective of any withdrawal, cancellation or termination pursuant to this Section 5.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Certificate, and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Shares duly subscribed for and any excess payment made by such subscriber over the Subscription Price (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Shares that can be subscribed for under the Basic Subscription Right. The Units Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right plus, if this Company so elects, up to an additional 263,117 Shares (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is the number of Units Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitShare. (c) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities Shares which the subscriber has been allotted. If a lesser number of Units Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without with interest or deduction actually accrued at the same time as certificates representing the securities Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities Shares and refunding subscribers for additional Units Shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt Except as provided in subparagraph 5(c) hereof, for a valid exercise of Rights to occur, the Rights Agent must receive, by mail, hand delivery, or otherwise, prior to 5:00 p.m.P.M., New York City time, on _________, 2005 (or on a later trading date if the Rights Agent receives a written notice thereof from the Company on or prior to the original expiration date) (the “Expiration Date (by mail or deliveryDate”), as Subscription Agent, of (i) any Subscription the Rights Certificate pertaining to the Rights being exercised, which has been properly completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except exercise as provided in paragraph 8 hereof)the instructions accompanying the Rights Certificate, or a Notice of Guaranteed Delivery and (ii) payment in full of the Subscription Price for each Right being exercised in U.S. funds Dollars by check, wire transfer or by check drawn on a bank draft or money order located in the United States payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you as Rights Agent.” (b) Upon the proper exercise of Rights by a holder thereof made in accordance with subparagraphs 5(a) or (c) hereof, the Rights Agent shall, promptly after such exercise, send to the Company written notice of such exercise, which shall set forth (i) the number of Rights exercised by such holder, (ii) the aggregate subscription payment and the principal amount of Debentures subscribed for, (iii) the denominations and the registered name(s) and address(es) in which the holder has requested that such Debentures be issued. The authentication and issuance of the Debentures shall be effectuated by the Company and BONY as the registrar of the Debentures under the Indenture; the Rights Agent shall have no responsibilities in connection with the issuance and/or authentication of the Debentures. The Rights Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail Date provide to the subscriber's registered Company a summary of all the Rights exercises made in accordance with subparagraph 5(a) hereof, which summary shall set forth (i) the name and address on the books of the Company certificates representing Rights Holder that exercised the securities underlying each Unit duly subscribed for Rights, (pursuant to the Basic Subscription Right and the Additional Subscription Privilegeii) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be Rights exercised by holders who subscribe to all each such Rights Holder, (iii) the Units that can be subscribed for under the Basic total Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed Price paid by such Rights Holder and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted iii) the number and principal amount of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant Debentures issued to such allocation shall be rounded to the next whole UnitRights Holder. (c) Upon calculating The TASE Nominee and other Israeli Rights Holders may elect to exercise their Rights by paying the subscription payment in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The TASE Nominee and/or these Israeli Rights Holders (as the case may be) shall exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in New Israeli Shekels by check or wire transfer payable to the Company, accompanied by such other notices and instructions which shall be certified or confirmed as the Company may prescribe all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the number of Units to which each subscriber is entitled pursuant Rights so exercised. The authentication and issuance of the Debentures to the Additional Subscription Privilege Israeli Rights Holders who exercised their Rights directly through the Company shall be effectuated by the Company and BONY as the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to Debenture registrar under the CompanyIndenture. (d) Upon calculating the number of Units Each Right may be exercised to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph purchase One Hundred (a100) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction U.S. Dollar denominated Debentures at the same time Subscription Price. Debentures shall be issued only in one or more multiples of $100.00, but each Debenture is of $1.00 principal amount. Rights Holders, such as certificates representing banks, securities dealers and brokers, who receive Rights through the securities allotted pursuant Depository Trust Company as nominees for one or more beneficial owners shall be entitled to exercise their Rights Certificates on behalf of the Additional Subscription Privilege are mailedbeneficial owners. (e) Funds received by you pursuant to To the Basic Subscription Right and extent that any Rights Certificates remain unexercised or outstanding at 5:01 P.M., New York City time, on the Additional Subscription Privilege Expiration Date such outstanding Rights Certificates shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit automatically deemed cancelled and of the Fund). Upon mailing certificates representing the securities no further force and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offeringeffect.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price multiplied by the number of shares of Common Stock subscribed for in U.S. funds by check, wire transfer, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust CompanyNational City Bank, you shall shall, as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the applicable subscriber's ’s registered address on the books of the Company certificates Company, a stock certificate(s) representing the securities underlying each Unit duly shares of Common Stock subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Rights Offering shall be held by you in a segregated interest-bearing account (for which interest will inure the Company shall be entitled to all accrued interest. Prior to 5:00 p.m., New York City time, on the benefit of fourth business day following the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if anyExpiration Date, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering. (c) You acknowledge that two of the Company’s shareholders, Tontine Capital Partners, L.P. and its affiliate, Tontine Capital Overseas Master Fund, L.P. (collectively, “Tontine Capital”), are participating in the Rights Offering pursuant to a Standby Purchase Agreement, dated March 10, 2008, as amended (the “Standby Purchase Agreement”), through a private placement, pursuant to which Tontine Capital has agreed to purchase an aggregate of 895,007 shares of the Company’s Common Stock, representing Tontine Capital’s pro rata portion of the total 1,850,000 shares to be offered in the Rights Offering, at the same $7.00 Subscription Price per share. Furthermore, if any Rights remain unexercised after the close of the Rights Offering, Tontine Capital has agreed, pursuant to the Standby Purchase Agreement and subject to certain conditions and limitations, to purchase all of the shares of the Company’s Common Stock not subscribed for in the Rights Offering by the Company’s other shareholders at a price per share equal to the Subscription Price. All payments for shares purchased by Tontine Capital will be made directly to the Company. You agree to deliver stock certificate(s) representing the total number of shares of Common Stock subscribed for by Tontine Capital in the manner and at the time directed by the Company.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City Eastern Standard time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the aggregate Subscription Price in U.S. funds by check, bank draft draft, wire transfer or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the total number of Units to which each subscriber is entitled pursuant to shares that are available for the Additional Subscription Oversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Units shares that can be subscribed for under the Basic Subscription Right. The Units shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Shares”). Where there are sufficient Remaining Units Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units Shares subscribed for. If the aggregate number of Units Shares subscribed for under the Additional Subscription Oversubscription Privilege exceeds the number of Remaining UnitsShares, the number of Remaining Units Shares allotted to each participant in the Additional Subscription Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares by a fraction of which the numerator is ownership of shares of each participant in the number of Units subscribed for by that participant under the Additional Subscription Oversubscription Privilege round and the denominator is the aggregate number total ownership of Remaining Units subscribed for by all participants under stockholders participating in the Additional Subscription PrivilegeOversubscription Privilege round. Any fractional Unit share to which persons exercising their Additional Subscription Oversubscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unitshare. (c) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and assuming payment for the additional Units shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares is allotted to a subscriber under the Additional Subscription Oversubscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Oversubscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units shares sold in the Rights Offering.

Subscription Procedure. (a) Upon your receipt For a valid exercise of Rights to occur, the Subscription Agent must receive, by mail, hand delivery, and otherwise, prior to 5:00 p.m., New York City Denver, Colorado time, on the Expiration Date (by mail or deliveryas defined in the Prospectus), as Subscription Agentthe Rights Certificate pertaining to such Rights, of (i) any Subscription Certificate which has been properly completed and endorsed for exercise, as provided in the instructions on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof)Rights Certificate, and (ii) payment in full of the Subscription Price in U.S. funds for the number of Units subscribed by personal check, bank draft certified or cashier's check, money order or wire transfer for good funds payable at par (without deduction for bank service charges or otherwise) to the order of American "Corporate Stock Transfer & Trust CompanyTransfer, you shall Inc., as soon as practicable Subscription Agent." (b) Within five (5) business days after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books Subscription Agent shall prepare a preliminary list of the Company certificates representing the securities underlying each Unit duly subscribed for (names, addresses and taxpayer identification numbers of subscribers pursuant to the Basic valid exercise of Rights, which list shall be finalized by the Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As Agent as soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilegethereafter. The Additional Subscription Privilege may only be exercised by holders who subscribe to all shares of Common Stock and E Warrants comprising the Units that can be validly subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Rights shall be issued by the Subscription Right Agent, acting in its role as transfer agent and registrar for the Common Stock and E Warrants, upon receipt of written instructions from the Company. The Subscription Agent acknowledges that in its role as the Transfer Agent and Warrant Agent it has prior to the date of this Prospectus issued to Privatbank, at the request of the Company, the shares of Common Stock and Class E Warrants comprising 130,000 Units due to Privatbank. (c) Within five (5) business days after receipt of written instructions from the Company to mail the shares of Common Stock and E Warrants comprising the Units subscribed for pursuant to the Rights, the Subscription Agent shall mail certificates representing the E Warrants and Common Stock subscribed for by the holders of the Rights. The certificates shall be mailed via first class mail to the subscribers' addressee as shown on the reverse side of the Rights Certificate or, if none, then as listed on the Subscription Agent's register (except that the Subscription Agent shall comply with any ancillary written delivery instructions provided by any subscriber). The Subscription Agent shall maintain a mail loss surety bond protecting the Company and the Subscription Agent from loss or liability arising out of non-receipt or non-delivery of such certificates. (d) No fractional Units will be issued by the Company. Any Rights Offeree who would be entitled to purchase a fractional Unit will be given the right to purchase a full Unit. A Rights Certificate may not be divided in such a manner as would permit the holders to subscribe for a greater number of Units than the number for which they would be entitled to subscribe under the original Rights Certificate. Rights Offerees, such as banks, securities dealers and brokers, who receive Rights as nominees for one or more beneficial owners shall be given the right to purchase a full Unit when entitled to purchase a fractional Unit and shall be entitled to exercise their Rights Certificates on behalf of the beneficial owners. (e) Rights Offerees shall have the right to subscribe for Unsubscribed Rights on a pro rata basis in proportion to the total number of additional Units subscribed for by all Securityholders (the "Remaining Units"). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder ") at the Subscription Price. The Subscription Agent shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is determine the number of Units subscribed for by that participant under pursuant to the exercise of the Additional Subscription Privilege Privilege. If sufficient Units in excess of all Units subscribed for pursuant to the regular exercise of Rights are available to satisfy all exercised Additional Subscription Privileges, the Subscription Agent shall fill all such exercised Additional Subscription Privileges as and to the denominator is same extent as if pursuant to the aggregate regular exercise of Rights. To the extent, however, that sufficient Units are not available to fill all such exercised Additional Subscription Privileges, the Units which are available will be allocated among those electing to additionally subscribe pro rata to the proportion of the total number of Remaining additional Units subscribed for by all participants under Securityholders. Unsubscribed Rights as of the Expiration Date may be subscribed for by those electing to exercise the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to To exercise the Additional Subscription Privilege and Privilege, the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to appropriate block on the Additional Subscription Privilege form must be completed and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers full for additional Units subscribed for but not allocated, if any, you shall promptly remit must accompany the form and be submitted to the Company all funds received in payment of Subscription Agent prior to the Expiration Date. In the event any holder who exercises his Subscription Privilege does not receive the Units subscribed therefor, the Subscription Agent shall refund the Subscription Price paid for the Units sold in not received, without interest, to such holder promptly after the Rights OfferingExpiration Date.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by checkwire, bank draft check or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Ordinary Shares duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Ordinary Shares that can be subscribed for under the Basic Subscription Right. The Units Ordinary Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining Units"the”Remaining Rights”). Where there are sufficient Remaining Units Rights to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units additional Ordinary Shares subscribed for. If the aggregate number of Units Ordinary Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsRights, the number of Remaining Units Rights allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Rights by a fraction of which the numerator is the number of Units Rights subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Right to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitRight. (c) Upon calculating the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Ordinary Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Ordinary Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities Ordinary Shares which the subscriber has been allotted. If a lesser number of Units Ordinary Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities Ordinary Shares allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities Ordinary Shares and refunding subscribers for additional Units Ordinary Shares subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units Ordinary Shares sold in the Rights Offering. (f) Record Holders that reside in Israel (“Israeli Record Holders”) may elect to exercise their Rights by paying the subscription payment in U.S. dollars or in New Israeli Shekels as set forth in the Prospectus under the caption “The Rights Offering–Method of Exercise of Rights for Record Holders.” The Israeli Rights Holders may exercise their Rights by delivery directly to the Company on or prior to midnight Israel time on the Expiration Date of payment in full of the Subscription Price for each Right being exercised in U.S. dollars or in New Israeli Shekels by bank check or wire transfer payable to the Company, all in accordance with the procedures described in the Prospectus. The Company will promptly notify the Rights Agent in writing of the identity of the Israeli Rights Holders who exercised their Rights directly through the Company and the number of Rights so exercised.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City timeEastern Time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates a direct registration account statement representing the securities underlying each Unit Units duly subscribed for (pursuant to the Basic Subscription Right and the Additional Over-Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions over-subscription will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Over-Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Over-Subscription Privilege shall be determined in accordance with the product following formula: · Each holder who exercises the over-subscription privilege will be allocated a percentage of the remaining Units equal to the percentage that results from dividing (disregarding fractionsi) obtained by multiplying the number of Remaining Units Basic Subscription Rights which that holder exercised by a fraction of which the numerator is (ii) the number of Units subscribed for by that participant under Basic Subscription Rights which all holders who wish to participate in the Additional Over-Subscription Privilege exercised. Such percentage could result in the allocation of more or fewer Over-Subscription Units than the holder requested to purchase through the exercise of the over-subscription privilege. · Example A: If Unit holder A holds 2,000 subscription rights and Unit holder B holds 3,000 subscription rights, and they are the denominator is only two holders who exercise the aggregate number over-subscription privilege, holder A will be allocated 40% and holder B will be allocated 60% of Remaining all remaining Depositary Receipts available. · Second, if the allocation of remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating formula described above in the first step would result in any holder receiving a greater number of Units to which each subscriber is entitled than that holder subscribed for pursuant to the Additional Subscription Privilege and the amount overpaidover-subscription privilege, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all then such information to the Company. (d) Upon calculating the holder will be allocated only that number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailedholder over-subscribed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Remaining Common Shares subscribed for. To the extent sufficient Common Shares are not available to fulfill all over-subscription requests, Remaining Common Shares will be allocated pro rata among those Record Date Shareholders who over-subscribe based on the number of Rights issued to them by the Fund. The allocation process may involve a series of allocations in order to assure that the total number of Common Shares available for over-subscriptions is distributed on a pro rata basis. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units subscribed for Common Shares held by that participant under on the Additional Subscription Privilege Record Date and the denominator is the aggregate number total Record Date position of Remaining Units subscribed for by all participants under persons participating in the Additional Subscription Privilege. Any fractional Unit Common Share to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitCommon Share. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon If, upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Remaining Common Shares subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are maileddeduction. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Remaining Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City Eastern time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 6 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft draft, wire transfer or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Registrar and Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit share of Common Stock duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Oversubscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege. The Additional Subscription Oversubscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "Remaining UnitsShares of Common Stock"). Where there are sufficient Remaining Units Shares of Common Stock to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Oversubscription Privilege, each holder shall be allotted the number of Additional Units Remaining Shares of Common Stock subscribed for. If the aggregate number of Units shares of Common Stock subscribed for under the Additional Subscription Oversubscription Privilege exceeds the number of Remaining UnitsShares of Common Stock, the number of Remaining Units shares of Common Stock allotted to each participant in the Additional Subscription Oversubscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Shares of Common Stock by a fraction of which the numerator is the number of Units shares of Common Stock subscribed for by that participant under the Additional Subscription Oversubscription Privilege and the denominator is the aggregate number of Remaining Units Shares of Common Stock subscribed for by all participants under the Additional Subscription Oversubscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Oversubscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.the

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & “Equiniti Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company Fund certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the CompanyFund. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Units sold issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft check or money order payable wire transfer of immediately available funds at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Right duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units shares of Common Stock that can be subscribed for under the Basic Subscription Right. The Units shares of Common Stock available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Stock”). Where there are is sufficient Remaining Units Common Stock to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Stock subscribed for. If the aggregate number of Units Common Stock subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Stock, the number of Remaining Units Common Stock allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Stock by a fraction of which the numerator is the number of Units shares of Common Stock subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Stock subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit share of Common Stock to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next nearest whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units shares of Common Stock subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units shares of Common Stock is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units shares of Common Stock subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold shares of Common Stock issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. (a) Upon your As soon as practicable following the Agent's receipt on or prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription each Rights Certificate completed and endorsed for exercise, as provided on in accordance with the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), accompanying instructions and (ii) payment in full of the applicable aggregate Subscription Price in U.S. funds by checkaccordance with the instructions provided in the Subscription Documents, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order Agent shall calculate the total number of American Stock Transfer & Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (Shares issuable pursuant to the exercise of such Rights. If, following the Expiration Time, after calculating the aggregate number of Shares issuable upon the exercise of the Basic Subscription Right Privilege, the number of Unsubscribed Shares is sufficient to satisfy all additional subscriptions by holders exercising their Oversubscription Privilege (the "Oversubscription Holders"), each such Oversubscription Holder shall be issued such additional number of Shares subscribed for. If the number of Unsubscribed Shares is not sufficient to satisfy all requests for Shares under the Oversubscription Privilege, the number of Unsubscribed Shares to be issued to the Oversubscription Holders will be allocated in proportion to the product obtained by multiplying (i) the number of Shares such holder subscribed for pursuant to its Oversubscription Privilege by (ii) a fraction, the numerator of which is the number of Unsubscribed Shares and the Additional Subscription denominator of which is the total number of Shares subscribed for under the Oversubscription Privilege by all Oversubscription Holders. Upon calculating the total number of Shares issuable pursuant to the exercise of Rights (including under the Oversubscription Privilege) and any amount overpaid, the Agent shall furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right Company (the "Remaining UnitsSubscriber Information"). Where there are sufficient Remaining Units The Company shall review such Subscriber Information and provide confirmation authorizing the Agent to satisfy all additional subscriptions by holders exercising their rights under issue the Additional Subscription PrivilegeShares. Upon the Company's authorization, each holder the Agent shall be allotted issue the number of Additional Units subscribed forShares to the participating Eligible Holders in book-entry form. If the aggregate number of Units subscribed any participating Eligible Holder has overpaid for under the Additional Subscription Privilege exceeds the number of Remaining Unitsits Shares, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you Agent shall remit the difference to the subscriber such overpayment without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) book-entry certificates. Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Agent shall be held by you the Agent in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing issuing the securities Shares and refunding subscribers for additional Units subscribed for but not allocatedremitting any overpayments, if any, you the Agent shall promptly remit to the Company all funds received in payment of the aggregate Subscription Price for Units sold Shares issued in the Rights Offering.

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date Time (by mail or delivery), as Subscription Agent, of (i) any Subscription Rights Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Rights Certificate (except as provided in paragraph 8 hereof), or Nominee Holder Certification from The Depository Trust Company or other nominee of the subscriber and (ii) payment in full of the aggregate Subscription Price in U.S. funds by bank check, bank draft draft, postal, telegraph or express money order payable at par (without deduction for bank service charges to Registrar and Transfer Company or otherwise) wire transfer of immediately available funds to the order of American Stock Registrar and Transfer & Trust Company, you shall shall, as soon as practicable after the Expiration DateTime, but after performing upon written instruction of the procedures described in subparagraphs (b) and (c) belowCompany, mail to the subscriber's registered appropriate address properly listed on the books of the Company Rights Certificates, stock certificates representing the securities underlying each Unit shares of Common Stock duly subscribed for (pursuant for, deliver to the Basic Subscription Right and the Additional Subscription Privilege) Depository Trust Company shares subscribed by beneficial owners, and furnish a list of all such information to the Company. (b) As soon as practicable after reasonably practical following the Expiration Date Time, you shall calculate the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional such subscriber’s Over-Subscription Privilege. The Additional Over-Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the fully exercise their Basic Subscription RightPrivilege. The Units maximum amount of shares of Common Stock available for additional subscriptions will be those pursuant to the Over-Subscription Privilege shall equal the number of shares of Common Stock that have not been subscribed and paid for pursuant to the Basic Subscription Right Privilege (the "Remaining Units"“Unsubscribed Shares”), it being understood that shares are offered for sale, and the standby purchasers, , and their affiliates are required to exercise their Basic Subscription Privilege for an aggregate of shares pursuant to Standby Purchase Agreements entered into with the Company. Where If there are sufficient Remaining Units Unsubscribed Shares at the Expiration Time to satisfy all additional subscriptions by of record holders exercising their rights Rights under the Additional Over-Subscription Privilege, each holder shall be allotted the number of Additional Units Unsubscribed Shares, at the Subscription Price, having a value equal to the amount subscribed for. If there is an insufficient number of Unsubscribed Shares at the Expiration Time after record holders have exercised Rights under their Basic Subscription Privilege to satisfy all subscriptions of record holders exercising their Rights under the Over-Subscription Privilege, you will allocate the Unsubscribed Shares among the record holders who exercised their Over-Subscription Privilege as follows: (i) To the extent the aggregate Subscription Price of the actual number of Units subscribed for under shares of Common Stock available to a record holder pursuant to the Additional Over-Subscription Privilege exceeds is less than the amount that such record holder actually paid in connection with the exercise of the Over-Subscription Privilege, such record holder will be allocated only the number of Remaining Units, the number of Remaining Units allotted Unsubscribed Shares actually avalaible to each participant in the Additional Subscription Privilege shall him. Unsubscribed Shares will be the product (disregarding fractions) obtained allocated among shareholders who over-subscribed by multiplying the number of Remaining Units shares requested by each shareholder through the exercise of their Over-Subscription Privileges by a fraction of which the numerator is that equals (x) the number of Units subscribed for shares available to be issued through Over-Subscription Privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges. (ii) To the extent the amount that participant under a record holder actually paid in connection with the Additional exercise of the Over-Subscription Privilege and the denominator is less than the aggregate Subscription Price of the actual number of Remaining Units subscribed for by all participants under shares of Common Stock available to such record holder pursuant to the Additional Over-Subscription Privilege, such record holder will be allocated the full number of Unsubscribed Shares for which the subscriber paid. Any fractional Unit shares of Common Stock to which persons exercising their Additional Basic or Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole Unitshare of Common Stock. (c) Upon calculating the number of Units shares of Common Stock to which each subscriber is entitled pursuant to the Additional Over-Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Unsubscribed Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber registered holder without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege Stock Offerings shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if anyAt closing, you shall promptly remit to the Company all funds received in payment of you hold as the aggregate Subscription Price for Units sold in the shares issued to registered holder who submitted Rights OfferingCertificates.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer & “Equiniti Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company Fund certificates representing the securities underlying each Unit Common Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the CompanyFund. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Shares subscribed for. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit Common Shares to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitCommon Share. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the CompanyFund. (d) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Common Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company Fund all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party. (f) Notwithstanding anything to the contrary herein, the Subscription Agent shall from time to time prior to the Expiration Date offer to the dealer manager for the offering (the “Dealer Manager”) Rights which the holders thereof have tendered to the Subscription Agent for sale and to facilitate the exercise of Rights acquired by the Dealer Manager at its option on one or more dates, which are expected to be prior to the Expiration Date, at the subscription price set forth in the Prospectus (which may be different from the Subscription Price), in each case in accordance with the Prospectus.

Subscription Procedure. (a) Upon your the Subscription Agent’s receipt prior to 5:00 p.m.P.M., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, ) of (iii) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, check or bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, you LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs subsections (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit Common Share duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you the Subscription Agent shall calculate the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units Common Shares that can be subscribed for under the Basic Subscription Right. The Units Common Shares available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"Common Shares”). Where there are sufficient Remaining Units Common Shares to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units Common Shares subscribed for. If the aggregate number of Units Common Shares subscribed for under the Additional Subscription Privilege exceeds the number of Remaining UnitsCommon Shares, the number of Remaining Units Common Shares allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units Common Shares by a fraction of which the numerator is the number of Units Common Shares subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units Common Shares subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Fractional Common Shares will not be issued upon the exercise of Rights; accordingly, Rights may be exercised only in integer multiples of three, except that holders who owns fewer than three Common Shares as of the Record Date may subscribe, at the Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole UnitPrice, for one full Common Share. (c) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units Common Shares to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units Common Shares subscribed for has been delivered, you the Subscription Agent shall mail, as contemplated in subparagraph subsection (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units Common Shares is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you the Subscription Agent pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you it in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units Common Shares subscribed for but not allocated, if any, you the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

Subscription Procedure. Each subscriber in the Offering (aa "Subscriber") Upon your receipt prior will be required to 5:00 p.m.complete and execute a Subscription Agreement and a Purchaser's Questionnaire in the form attached to the Offering Memorandum (the "Subscription Documents"). The Subscribers will be instructed to deliver directly to the Placement Agent the completed Subscription Documents together with a check made payable to (or verification of wire transfer to) Capitol Communities and Capitol Development of Arkansas Escrow Account with First Southern Bancorp for the number of Securities desired to be purchased. After the Placement Agent reviews the Subscription Documents, New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side Placement Agent will forward a copy of the Subscription Certificate (except as provided in paragraph 8 hereof), Documents that are properly completed by accredited investors and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) up to 35 non-accredited investors to the order of American Stock Transfer & Trust Company, you Obligated Parties. The Obligated Parties shall decide as soon promptly as practicable after they receive Subscription Documents from the Expiration DatePlacement Agent (but in no event later than 3 business days after receipt of such documents) whether or not to accept the subscription. If the Obligated Parties elect not to accept a subscription, but after performing they will notify the procedures described Placement Agent in subparagraphs writing and that Subscriber's check or fed fund wire will be returned to the Subscriber by the Placement Agent. If the Obligated Parties elect to accept a subscription, an authorized officer of the Obligated Parties will immediately counter-sign the Subscription Documents (ba "Subscription Acceptance") and (c) below, mail forward a copy thereof to the subscriberPlacement Agent upon receipt of which the Placement Agent will forward that Subscriber's registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant check to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right escrow account (the "Remaining UnitsEscrow Account"). Where there are sufficient Remaining Units ) or if that Subscriber's funds were transmitted to satisfy all additional subscriptions the Escrow Account by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Unitswire, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is the number of Units subscribed for by parties may independently verify that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds wire was received by you pursuant First Southern Bancorp. All checks and wire transfers that are deposited into the Escrow Account will hereinafter be referred to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund). Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offeringas "Offering Proceeds."

Subscription Procedure. (a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in paragraph 8 hereof), and (ii) payment in full of the Subscription Price in U.S. funds dollar by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of American Stock Transfer Transfer& Trust Company, you shall as soon as practicable after the Expiration Date, but after performing the procedures described in subparagraphs (b) and (c) below, mail to the subscriber's ’s registered address on the books of the Company certificates representing the securities underlying each Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional Subscription Privilege) and furnish a list of all such information to the Company. (b) As soon as practicable after the Expiration Date you shall calculate the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The Additional Subscription Privilege may only be exercised by holders who subscribe to all the Units that can be subscribed for under the Basic Subscription Right. The Units available for additional subscriptions will be those that have not been subscribed and paid for pursuant to the Basic Subscription Right (the "“Remaining Units"”). Where there are sufficient Remaining Units to satisfy all additional subscriptions by holders exercising their rights under the Additional Subscription Privilege, each holder shall be allotted the number of Additional Units subscribed for. If the aggregate number of Units subscribed for under the Additional Subscription Privilege exceeds the number of Remaining Units, the number of Remaining Units allotted to each participant in the Additional Subscription Privilege shall be the product (disregarding fractions) obtained by multiplying the number of Remaining Units by a fraction of which the numerator is in proportion to the number of Units that such subscriber purchased by exercising their Basic Subscription Rights. If there is an allocation of the Remaining Units in which a subscriber would receive an allocation of a greater number of Units than subscribed for by that participant under the Additional Subscription Privilege and the denominator is the aggregate number of Remaining Units subscribed for by all participants under the Additional Subscription Privilege, then you will allocate to such subscriber only the number of Additional Units for which they subscribed. Any fractional Unit to which persons exercising their Additional Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded to the next whole Unit. (c) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber, you shall, as soon as practicable, furnish a list of all such information to the Company. (d) Upon calculating the number of Units to which each subscriber is entitled pursuant to the Additional Subscription Privilege and assuming payment for the additional Units subscribed for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the certificates representing the additional securities which the subscriber has been allotted. If a lesser number of Units is allotted to a subscriber under the Additional Subscription Privilege than the subscriber has tendered payment for, you shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the securities allotted pursuant to the Additional Subscription Privilege are mailed. (e) Funds received by you pursuant to the Basic Subscription Right and the Additional Subscription Privilege shall be held by you in a segregated interest-bearing account (which interest will inure to the benefit of the Fund)account. Upon mailing certificates representing the securities and refunding subscribers for additional Units subscribed for but not allocated, if any, you shall promptly remit to the Company all funds received in payment of the Subscription Price for Units sold in the Rights Offering.