SUBSCRIPTION AGENT
AGREEMENT
American Stock
Transfer & Trust Company, LLC
59 Maiden Lane
New York, New York 10038
In connection
with your appointment as Subscription Agent in the transaction
described herein,
Inc. (the Company), hereby confirms its arrangements with you as
follows:
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1.
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Rights Offering
— The Company is
offering (the “Rights offering”) to the holders of
shares of its Common Stock, par value $
per share (“Common
Stock”), on
, 200_ (the “Record Date”), the right
(“Rights”) to subscribe for Units
(“Units”), each Unit consisting of
. Except as set forth under Paragraphs 8 and 9 below, Rights shall
cease to be exercisable at 5:00 p.m., New York City time, on
, 200___ or such later date of which the Company notifies you
orally and confirms in writing (the “Expiration Date”).
Right(s) is/are being issued
for Common Share(s) held on
the Record Date.
Right(s) and payment in full of the subscription price of $
(the “Subscription
Price”) is/are required to subscribe for one Unit. Rights are
evidenced by transferable subscription certificates in registered
form (“Subscription Certificates”). Each holder of
Subscription Certificate(s) who exercises the holder’s right
to subscribe for all Units that can be subscribed for with the
Rights evidenced by such Subscription Certificate(s) (the
“Basic Subscription Right”) will have the right to
subscribe for additional Units, if any, available as a result of
any unexercised Rights (such additional subscription right being
referred to hereafter as the “Additional Subscription
Privileged”). The Rights Offering will be conducted in the
manner and upon the terms set forth in the Company’s
Prospectus dated
, 200___ (the “Prospectus”), which is incorporated
herein by reference and made a part hereof as if set forth in full
herein.
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2.
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Appointment of Subscription
Agent — You are hereby appointed as
Subscription Agent to effect the Rights offering in accordance with
the Prospectus. Each reference to you in this letter is to you in
your capacity as Subscription Agent unless the context indicates
otherwise.
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3.
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Delivery of Documents
— Enclosed
herewith are the following, the receipt of which you acknowledge by
your execution hereof:
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(a) a copy of the
Prospectus;
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(b) the form of Subscription
Certificate (with instructions);
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(c) resolutions adopted by the
Board of Directors of the Company in connection with the Rights
Offering, certified by the secretary of the Company; and
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(d) Notice of Guaranteed
Delivery.
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1
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As
soon as is reasonably practical, you shall mail or cause to be
mailed to each holder of Common Shares at the close of business on
the Record Date a Subscription Certificate evidencing the Rights to
which such holder is entitled, a Notice of Guaranteed Delivery, a
Prospectus and an envelope addressed to you. Prior to mailing, the
Company will provide you with blank Subscription Certificates which
you will prepare and issue in the names of holders of Common Shares
of record at the close of business on the Record Date and for the
number of Rights to which they are entitled. The Company will also
provide you with a sufficient number of copies of each of the
documents to be mailed with the Subscription
Certificates.
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4.
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Subscription
Procedure -
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(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 (ii) 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.
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(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
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