“Backstop Option Premium” shall be equal to five percent (5%) of the aggregate amount of the Rights Offering, payable, at the option of the Company, in # Common Stock or, if required due to compliance with Antitrust Laws, Preferred Stock, # cash or # other equity securities; provided, that with respect to option (iii), the type of equity securities shall be as mutually agreed by the parties. The Backstop Option Premium shall be paid to the Backstop Parties in accordance with the allocation set forth on [Schedule 1.2(e)], provided, that to the extent any Backstop Party fails to honor any portion of its Backstop Commitment, the Backstop Party who honors such portion of such defaulting Backstop Party’s Backstop Commitment shall receive any portion of the Backstop Option Premium associated with such portion of such defaulting Backstop Party’s Backstop Commitment.

At the Closing, the Company shall pay to each Backstop Party its pro rata portion of the Backstop Option Premium, which shall be allocated as set forth on [Schedule 1.2(e)], as adjusted in the event that any Backstop Party fails to purchase any portion of its Backstiop Commitment and other Backstop Parties purchase such shares. The Parties intend to treat the Backstop Commitment and the Backstop Option Premium as a “put option” and a “put option premium”, respectively, for all U.S. federal income and other applicable tax purposes;