Common use of Preferred Stock Clause in Contracts

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one- thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("Flip-In Events"), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Company.

Preferred Stock. The dividend and liquidation rights of the Preferred Stock purchasable are designed so that the value of one one-hundredth of a share of Preferred Stock issuable upon exercise of each Right will approximate the same economic value of one share of Common Stock, including voting rights. Shares of Preferred Stock issuable upon exercise of the Rights will not be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series)redeemable. Each share of Preferred Stock will have entitle the holder to a minimum preferential cumulative quarterly dividend in of $1.00 per share, but will entitle the holder to an amount equal to the greater aggregate dividend payment of (a) $3,750.00 or (b) 1,000 100 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each each share of Preferred Stock will have 1,000 votesbe entitled to a minimum preferential liquidation payment of $1.00, voting together with plus accrued and unpaid dividends and distributions thereon, but will be entitled to an aggregate payment of 100 times the shares payment made per share of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are is exchanged for or changed into other stock or securities, cash and/or or other property, each share of Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) Each share of Preferred Stock will be issuable; however, the Company may elect entitled to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of 100 votes on all matters submitted to a share, an adjustment in cash will be made based on the market price vote of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one- thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("Flip-In Events"), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities shareholders of the Company, and shares of Preferred Stock will generally vote together as one class with the acquisition of securities Common Stock and any other voting capital stock of the Company (other than in on all matters submitted to a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition vote of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice)shareholders. Further, a loan or provision whenever dividends on the Preferred Stock are in arrears in an amount equal to six quarterly payments, the Preferred Stock, together with any other shares of other financial assistance (except proportionately preferred stock then entitled to elect directors, shall have the right, as a stockholder) single class, to an Acquiring Person elect one director until the default has been cured. Taxes: While the dividend of the Rights will not be taxable to shareholders or to the Company, shareholders or the licensingCompany may, sale or other transfer of proprietary technology or know-how from depending upon the Company to circumstances, recognize taxable income in the Acquiring Person on terms not approved by event that the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the CompanyRights become exercisable as set forth above.

Preferred Stock. The Units of Series 2 Preferred Stock purchasable that may be acquired upon exercise of the Class A Common Rights will be nonredeemable redeemable in certain events as described below, and will rank junior to any other series shares of preferred stock that may be issued by the Company may issue with respect to the payment of dividends and as to distribution of assets in liquidation (unless otherwise provided except that Series 2 Preferred Stock will be in parity with the terms of such other seriesSeries 1 Junior Preferred Stock). Each share Share of Series 2 Preferred Stock will have a minimum preferential cumulative quarterly dividend in an amount equal to of the greater of (a) $3,750.00 1.00 per share or (b) 1,000 100 times the aggregate per share dividend declared on each share of the Class A Common StockStock since the immediately preceding quarterly dividend, subject to certain adjustments. In the event of liquidation, the holders holder of Series 2 Preferred Stock will be entitled to receive a preferred liquidation payment per share equal to the greater of $1.00 (aplus accrued and unpaid dividends thereon) $150,000.00 or 100 times the amount paid in respect of a share of Class A Common Stock, subject to certain adjustments. 71 The Series 2 Preferred Stock will be redeemable in certain instances upon substantially the same terms and conditions that shares of Class A Common Stock may be redeemed in accordance with the Company's Restated Certificate of Incorporation. Generally, each share of Series 2 Preferred Stock will vote together with the Company Common Stock, the Class A Common Stock, any other series of preferred stock entitled to vote in such a manner, and will be entitled to 100 votes per share, plus accrued subject to certain adjustments. The holders of the Series 2 Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends to on the date of distribution, whether or not earned or declared, or (b) Series 2 Preferred Stock are in arrears in an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stocksix quarterly dividends thereon. In the event of any merger, consolidation consolidation, or other transaction in which shares of Class A Common Stock are exchanged for or changed into other securities, cash and/or other propertyexchanged, each share of Series 2 Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received aggregate per share amount of stock, cash, securities or other property paid in respect of each share of Class A Common Stock, subject to certain adjustments. The rights of holders of the Series 2 Preferred Stock as to dividendsdividend, liquidation and voting, and in the event of mergers and consolidations, voting rights are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Series 2 Preferred Stock's dividend, liquidation and voting rights, the economic value of one one- thousandth Unit of a share of Series 2 Preferred Stock purchasable upon exercise of each Right should is expected to approximate the economic value of one share of Class A Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 15% or more 72 EXHIBIT C-1 FORM OF CERTIFICATE OF DESIGNATION OF SERIES 1 JUNIOR PREFERRED STOCK OF CONECTIV ------------------------ Pursuant to Section 151 of the outstanding Common Stock General Corporation Law of the State of Delaware ------------------------- Conectiv, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Flip-In EventsCorporation"), a holder of a Right thereafter has the right DOES HEREBY CERTIFY: that, pursuant to purchase, authority conferred upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or of the Corporation by its Restated Certificate of Incorporation, and, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a reclassificationduly called meeting held on [ ], recapitalization or other transaction at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a class of [ ] shares of Preferred Stock having a par value of $.01 per share, designated as Series 1 Junior Preferred Stock. RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities provisions of the Company.Restated Certificate of Incorporation of the Corporation, the Board of Directors does hereby create, authorize and provide for the issuance of a series of preferred stock, par value $.01 per share, of the Corporation, designated as Series 1 Junior Preferred Stock having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or any person (other than an Exempt Person or Grandfathered Person) becomes a beneficial owner Beneficial Owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholdersshareholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholdershareholder) to an Acquiring Person Person, or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 225.00 or (b) 1,000 100 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 9,000 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 100 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 100 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisionsprovisions and are subject to proportionate adjustments for stock dividends, stock splits, combinations and the like from and after December 3, 1996. Fractional shares (in integral multiples of one one-thousandthhundredth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth hundredth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- thousandth one-hundredth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or a Person becomes a the beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth hundredth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of or otherwise obtain securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company. Rights in the Event of Business Combination: If, following the occurrence of a Flip-In Event, the Company is acquired by any person in a merger or other business combination transaction in which the Common Stock is exchanged or converted or in which the corporation is not the surviving corporation, or 50% or more of its assets or earnings power are sold to any person, each holder of a Right (other than an Acquiring Person, or Affiliates or Associates thereof) shall thereafter have the right to purchase, upon payment of the then current Exercise Price, such number of shares of common stock of the acquiring company having a current market value equal to the Exercise Price divided by one-half the Current Market Price of such common stock.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or any person becomes a beneficial owner Beneficial Owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholdersshareholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholdershareholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 3,750 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 150,000 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 625.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 25,000.00 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or any person becomes a beneficial owner Beneficial Owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person Person, or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Each Preferred Share will be automatically converted into a share of Common Stock purchasable upon exercise approval by the holders of the Rights will percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market without the need for any action on the part of the holders of Preferred Shares (the "Conversion Approval"). Each Preferred Share is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each Preferred Share shall be nonredeemable equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and junior unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to any other series of preferred stock the Company may issue (unless otherwise adjustment as provided in the terms Certificate of Designations. Holders of the Preferred Shares are entitled to receive cumulative dividends which will accrue quarterly on the last day of each applicable quarter (whether or not declared or funds for their payment are lawfully available) and will be payable quarterly, in arrears, on the earlier to occur of (a) the date any dividend is paid to holders of Common Stock with respect to such other series). Each share quarter and (ii) 30 days after the end of each quarter (the "Series A Quarterly Dividend") at the rate per Preferred Stock will have a preferential cumulative quarterly dividend in an amount Share equal to the greater of (ai) $3,750.00 if the Company declares a cash dividend on the Common Stock with respect to such quarter, the amount of the cash dividend that would be received by a holder of Common Stock in which such Preferred Share would be convertible on the record date for such cash dividend and (ii) an annual rate (the "Rate") of 8.0% of the Original Issue Amount per annum compounded quarterly (the "Coupon Dividend") with respect to such quarter. The Rate will increase by 2.0% on the first day of the first quarter ending on or (b) 1,000 times after the dividend declared 635th day following the closing date of the first issuance of the Preferred Shares and on each subsequent anniversary of such date. The Series A Quarterly Dividend is payable in cash or in additional Preferred Shares (the "Series A PIK Shares"), at the option of the Company. The number of Series A PIK Shares to be issued shall be determined by dividing (i) the Series A Quarterly Dividend payable with respect to all Preferred Shares held by a holder thereof by (ii) the aggregate Original Issue Amount of all Preferred Shares held by a holder thereof, and each fractional Series A PIK Share will be rounded to the nearest whole Series A PIK Share (with 0.5 of a share of Common Stockbeing rounded down to 0.0). In the event of the Company’s liquidation, dissolution or winding up, after payment or provision for payment of the Company’s debt and other liabilities, a holder of Preferred Shares will receive a liquidating distribution equal to the amount of the cumulative accrued but unpaid dividends on each Preferred Share held by such holder. After the payment to the holders of Preferred Shares of such liquidation preference, the holders of outstanding Preferred Shares will participate pari passu with the holders of Common Stock on an as-converted basis in any remaining distributions out of the Company’s assets available for distribution to stockholders. If the Conversion Approval has not been obtained by February 1, 2028, each outstanding Preferred Share will receive be redeemed by the Company for cash, at a preferred liquidation payment redemption price equal to the greater sum of (ai) $150,000.00 per sharethe product of (x) 140% and (y) the Original Issue Amount, plus accrued dividends to the date of distribution, whether or not earned or declared, or (bii) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one- thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("Flip-In Events"), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) cumulative amount of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null accrued and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company unpaid dividends on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Companysuch Preferred Share.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or any person becomes a beneficial owner Beneficial Owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Amended and Restated Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 625.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 25,000.00 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or becomes a beneficial owner Beneficial Owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Units of Series 1 Preferred Stock purchasable that may be acquired upon exercise of the Company Common Rights will not be nonredeemable redeemable and will rank junior to any other series shares of preferred stock that may be issued by the Company may issue with respect to the payment of dividends and as to distribution of assets in liquidation (unless otherwise provided except that Series 1 Preferred Stock will be in parity with the terms of such other seriesSeries 2 Junior Preferred Stock). Each share Share of Series 1 Preferred Stock will have a minimum preferential cumulative quarterly dividend in an amount equal to of the greater of (a) $3,750.00 1.00 per share or (b) 1,000 100 times the aggregate per share amount of any cash dividend declared on each share of the Company Common StockStock since the immediately preceding quarterly dividend, subject to certain adjustments. In the event of liquidation, the holders holder of Series 1 Preferred Stock will be entitled to receive a preferred liquidation payment per share equal to the greater of $1.00 (aplus accrued and unpaid dividends thereon) $150,000.00 or 100 times the amount paid in respect of a share of Company Common Stock, subject to certain adjustments. Generally, each share of Series 1 Preferred Stock will vote together with the Company Common Stock, Class A Common Stock, and any other series of preferred stock entitled to vote in such a manner, and will be entitled to 100 votes per share, plus accrued subject to certain adjustments. The holders of the Series 1 Preferred Stock, voting as a separate class, shall be entitled to elect two directors if dividends to on the date of distribution, whether or not earned or declared, or (b) Series 1 Preferred Stock are in arrears in an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stocksix quarterly dividends thereon. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged for or changed into other securities, cash and/or other propertyexchanged, each share Share of Series 1 Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received aggregate per share amount of stock, securities, cash or other property paid in respect of each share of Company Common Stock, subject to certain adjustments. The rights of holders of the Series 1 Preferred Stock as to dividendsdividend, liquidation and voting, and in the event of mergers and consolidations, voting rights are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. 66 Because of the nature of the Series 1 Preferred Stock's dividend, liquidation and voting rights, the economic value of one one- thousandth Unit of a share of Series 1 Preferred Stock purchasable upon exercise of each Right should is expected to approximate the economic value of one share of Company Common Stock. 67 EXHIBIT B-2 SUMMARY OF RIGHTS TO PURCHASE SERIES 2 JUNIOR PREFERRED STOCK On [ ], the Board of Directors of Conectiv (the "Company") declared a distribution of one Right (a "Class A Common Right") for each outstanding share of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), to stockholders of record at the close of business on [ ] (the "Record Date") and for each share of Class A Common Stock issued (including shares distributed from Treasury) by the Company thereafter and prior to the Distribution Date. Each Class A Common Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-hundredth of a share (a "Unit") of Series 2 Junior Preferred Stock, par value $.01 per share (the "Series 2 Preferred Stock"), at a Purchase Price of $[ ] per Unit, subject to adjustment. The description and terms of the Class A Common Rights are set forth in Event a Rights Agreement between the Company and Conectiv Resource Partners, Inc. as Rights Agent (the "Rights Agreement"). On [ ], the Board of Self-Dealing Transaction or Acquisition Directors also declared a similar distribution of Substantial Amount one Right (a "Company Common Right") for each outstanding share of Common Stock: In , par value $.01 per share (the event "Company Common Stock") to stockholders of record on the Record Date, each Company Common Right entitling the holder thereof, subject to the terms of the Rights Agreement, to purchase from the Company a Unit of Series 1 Junior Preferred Stock, par value $.01 per share, at a Purchase Price of $[ ] per Unit, subject to adjustment. Copies of the Rights Agreement and the Certificate of Designation for the Series 2 Preferred Stock have been filed with the Securities and Exchange Commission as exhibits to a Registration Statement on Form 8-A and a Current Report on Form 8-K, each dated [ ], 1998 (respectively, the "Form 8-A" and "Form 8-K")). Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Class A Common Rights and Series 2 Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. The Rights Agreement Initially, the Class A Common Rights will attach to all certificates representing shares of outstanding Class A Common Stock, and no separate Rights Certificates will be distributed. The Class A Common Rights will separate from the Class A Common Stock and the "Distribution Date" will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons 68 (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or such subsidiary) (an "Acquiring Person engages in certain self-dealing transactions Person") has acquired, obtained the right to acquire, or becomes a otherwise obtained beneficial owner ownership of an aggregate of 15% or more of the total voting power represented by all the then outstanding shares of Class A Common Stock, Company Common Stock ("Flip-In Events"), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of voting securities of the Company (other than in a pro rata distribution to all stockholdersthe "Voting Securities"), the sale, purchase, transfer, distribution, lease, mortgage, pledge and (ii) 10 business days (or acquisition such later date as may be determined by action of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a reclassificationperson or group beneficially owning an aggregate of 15% or more of the total voting power represented by all the then outstanding shares of Voting Securities. Until the Distribution Date, recapitalization (i) the Class A Common Rights will be evidenced by Class A Common Stock certificates and will be transferred with and only with such Class A Common Stock certificates, (ii) new Class A Common Stock certificates issued after the Record Date (including shares distributed from Treasury) will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates representing outstanding Class A Common Stock will also constitute the transfer of the Class A Common Rights associated with the Class A Common Stock represented by such certificates. The Class A Common Rights are not exercisable until the Distribution Date and will expire at the Close of Business on the tenth anniversary of the Rights Agreement unless earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Class A Common Stock as of the Close of Business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Class A Common Rights. In the event that a Person becomes an Acquiring Person (a "Section 11(a)(ii) Event"), then each holder of a Class A Common Right will thereafter have the right to receive, upon exercise, Units of Series 2 Preferred Stock (or, in certain circumstances, cash, property, or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Company) having a value equal to two times the exercise price of the Class A Common Right. The exercise price is the Purchase Price multiplied by the number of Units of Series 2 Preferred Stock issuable upon exercise of a Class A Common Right prior to the events described in this paragraph. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Class A Common Rights that are, or under certain circumstances specified in the Rights Agreement were, beneficially owned by any Acquiring Person will be null and void.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 350.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 14,000.00 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 1520% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or any person becomes a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one- one ‑ thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 154.95% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth of a share of Preferred Stock, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. .Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 225.00 or (b) 1,000 100 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 9,000 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 100 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 100 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandthhundredth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth hundredth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of one one- thousandth one-hundredth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: RIGHTS IN EVENT OF In the event that an Acquiring Person SELF-DEALING TRANSAC- engages in certain self-dealing TION OR ACQUISITION OF transactions with the Company, or a SUBSTANTIAL AMOUNT OF Person becomes a the beneficial owner of COMMON STOCK: 15% or more of the outstanding Common Stock ("Flip-In Events"), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Price, in lieu of one one-thousandth hundredth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of or otherwise obtain securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Company.or

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have be entitled, when, as and if declared, to a minimum preferential cumulative quarterly dividend in an amount equal to payment of the greater of (a) $3,750.00 or 10 per share, and (b) an amount equal to 1,000 times the dividend declared on each per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will receive be entitled to a preferred liquidation minimum preferential payment equal to of the greater of (a) $150,000.00 1,000 per shareshare (plus any accrued but unpaid dividends), plus accrued dividends to the date of distribution, whether or not earned or declared, or and (b) an amount per share equal to 1,000 times the aggregate payment to be distributed made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are exchanged for converted or changed into other securities, cash and/or other propertyexchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that any person becomes an Acquiring Person engages in certain self-dealing transactions or becomes (a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"Event”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- half 50% of the Current Market Price (as defined in the Rights Agreement) current per share market price of the Common Stock. Notwithstanding the foregoing, Rights held by the an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Amended and Restated Rights Agreement) or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 450 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 18,000 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions or becomes a beneficial owner of 1525% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 1,375.00 or (b) 1,000 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 55,000.00 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, or (b) an amount per share equal to 1,000 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- one-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's ’s length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.

Preferred Stock. The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). Each share of Preferred Stock will have a preferential cumulative quarterly dividend in an amount equal to the greater of (a) $3,750.00 75.00 or (b) 1,000 100 times the dividend declared on each share of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $150,000.00 2,200.00 per share, plus accrued dividends to the date of distribution, distribution whether or not earned or declared, plus a redemption premium of $1,200.00 per share of Preferred Stock or (b) an amount per share equal to 1,000 100 times the aggregate payment to be distributed per share of Common Stock. Each share of Preferred Stock will have 1,000 100 votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1,000 100 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares (in integral multiples of one one-thousandthhundredth) of Preferred Stock will be issuable; however, the Company may elect to distribute depositary receipts in lieu of such fractional shares. In lieu of fractional shares other than fractions that are multiples of one one-thousandth hundredth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Because of the nature of the Preferred Stock's ’s dividend, liquidation and voting rights, the value of one one- thousandth one-hundredth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Rights in Event of Self-Dealing Transaction or Acquisition of Substantial Amount of Common Stock: In the event that an Acquiring Person engages in certain self-dealing transactions with the Company, or Acquisition of or becomes a beneficial owner of 15% or more of the outstanding Common Stock ("“Flip-In Events"”), a holder of a Right thereafter has the right to purchase, upon payment of the then current Exercise Purchase Price, in lieu of one one-thousandth hundredth of a share of Preferred StockStock per outstanding Right, such number of shares of Common Stock having a market value at the time of the transaction equal to the Exercise Purchase Price divided by one- one-half the Current Market Price (as defined in the Rights Agreement) of the Common Stock. Notwithstanding the foregoing, Rights held by the Acquiring Person or any Associate or Affiliate thereof or certain transferees will be null and void and no longer be transferable. Self-dealing transactions are defined to include a consolidation, merger or other combination of an Acquiring Person with the Company in which the Company is the surviving corporation, the transfer of assets to the Company in exchange for securities of the Company, the acquisition of securities of the Company (other than in a pro rata distribution to all stockholders), the sale, purchase, transfer, distribution, lease, mortgage, pledge or acquisition of assets by the Acquiring Person to, from or with the Company on other than an arm's arm’s-length basis, compensation to an Acquiring Person for services (other than for employment as a regular or part-time employee or director on a basis consistent with the Company's ’s past practice), a loan or provision of other financial assistance (except proportionately as a stockholder) to an Acquiring Person or the licensing, sale or other transfer of proprietary technology or know-how from the Company to the Acquiring Person on terms not approved by the Board of Directors or a reclassification, recapitalization or other transaction with the effect of increasing by more than 1% the Acquiring Person's ’s proportionate share of any class of securities of the Company.