Common use of Consolidation, Merger or Sale or Transfer of Assets or Earning Power Clause in Contracts

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, as shall be equal to the result obtained by (1) multiplying such Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, and in connection with such consolidation or merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, any Subsidiary Company or one or more of the Companyits wholly owned Subsidiaries), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, Right (except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the number of one one-halves of a share of Common Stock for which a Right is then exercisable in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal PartyParty (as hereinafter defined) , not subject to any liens, encumbrances, rights of call or first refusal, redemption or repurchase, other adverse claims as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price for a full share of Common Stock by the number of one one-thousandth halves of a Series A Preferred Share share of Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-halves of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price for a full share of Common Stock in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" “Purchase Price” for each Right and for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date from and a Separation Dateafter the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any wholly owned Subsidiary of the CompanyCompany or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A Fractional Shares of Preferred SharesStock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationFlip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transfer, as applicable; (iiiii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; (ivv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or the Company or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary Company or one or more of the Companyits wholly-owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at the then current Purchase Price for a whole share of Common Stock in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A Preferred Sharesshares of Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1l) multiplying such the then current Purchase Price for a whole share of Common Stock by the number of one one-thousandth tenths of a Series A Preferred Share share of Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a) Event 13 Event, and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per share of Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a13 Event. Notwithstanding any other provision of this Agreement, none of the following events shall constitute an occurrence of the events referred to in Section 13(a)(x), (y) Eventor (z) hereof: (A) the execution and delivery of the Merger Agreement, (B) the public announcement of such execution and delivery or (C) the consummation of the Merger and the transactions contemplated thereby.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b), in the event that, following a Shares Share Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in a single transaction one or a series of related more transactions, directly or indirectly, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a “SECTION 13 EVENT”), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable shares of Common Shares Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Units for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the direct occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "“PURCHASE PRICE" ” for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Current Per Share Market Price of the shares of Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall “COMPANY” shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof) shall consolidate or combine with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of the Company any Person or of any other Person Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or more transactions or a series of related transactions, assets assets, cash flow or earning power aggregating more than fifty percent (50% or more %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any a Subsidiary of the CompanyCompany in a transaction which complies with Section 11(n) hereof); provided , however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of the Common Shares; then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, and nonassessable and freely tradeable tradable Common Shares of the Principal PartyParty (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A Preferred Share for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by fifty percent (250%) 50% of the then current per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Shares of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the last sentence of Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the last sentence of Section 11(n) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of any such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets assets, cash flow or earning power aggregating 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions, each of which complies with the last sentence of Section 11(n) hereof, and other than an Exempt Person) (any event described in the foregoing clauses (x), (y) or (z), a “Flip-Over Event”), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and shares of freely tradeable tradable Common Shares of the Principal PartyParty (as hereinafter defined in Section 13(b)), not subject to any free and clear of rights of call or first refusal, redemption liens, encumbrances, transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is exercisable as immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event has occurred prior to the date first occurrence of a Flip-Over Event, multiplying the Section 13(a) number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-In Event by the Purchase Price in effect immediately prior to such first occurrence of a Flip-In Event), and dividing that product (which, following the Section 13(a) first occurrence of a Flip-Over Event, shall thereafter be referred to as the "PURCHASE PRICE" “Purchase Price” for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price Fair Market Value (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Shares of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Flip-In Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares to permit exercise of all outstanding Rights in accordance with this Section 13(a) and the making of payments in cash and/or other securities in accordance with Section 11(a)(iii) hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence first announcement of a Section 13(a) any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company) shall consolidate with, or merge with or into, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, assets or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction or a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the Company), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is exercisable as immediately prior to the first occur rence of the date of a Section 13(a) Event (or, if any Section 11(a)(ii) Event has occurred prior to the Section 13(a) Event, multiplying the number of such fractional shares for which a Right was exercisable immediately prior to the first occur rence of a Section 11(a)(ii) Event by the Purchase Price immediately prior to such first occurrence), and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) fifty percent (50% %) of the current per share market price (determined pursuant to Section 11(d) hereof)) per Common Share (or other securities or property assets as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidationconsolida tion, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13(a) Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following that at any time after a Shares Acquisition Date and a Separation Date, directly or indirectly, Person has become Acquiring Person: (xi) the Company Partnership shall consolidate with, or merge with and into, any other Person and (other than a Subsidiary of the Company shall not be Partnership in a transaction the continuing principal purpose of which is to change the state of organization of the Partnership or surviving corporation of such consolidation or merger, which complies with Section 11(n) hereof); (yii) any Person (other than a Subsidiary of the Partnership in a transaction that complies with Section 11(n) hereof) shall consolidate withwith the Partnership, or merge with or into, and into the Company Partnership and the Company Partnership shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or ; or (ziii) the Company Partnership shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company Partnership and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the CompanyPartnership or one or more of its wholly owned Subsidiaries in one or more transactions, any Subsidiary each of the Companywhich complies with Section 11(n) hereof), then, and in each such case, proper provision shall be made so that that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares common units or equivalent securities of the Principal PartyParty (as hereinafter defined), not subject to free of any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Common Units for which a Right is was exercisable as immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the date first occurrence of a Section 13 Event, multiplying the Section 13(anumber of Common Units for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence of a Triggering Event) Event and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" “Total Exercise Price” for each Right and for all purposes of this Agreement) by (2) 50% of the current per unit or per share market price (determined pursuant to Section 11(d) hereof) per Common Share (of the common units or other equivalent securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Partnership pursuant to this Agreement, ; (iiiC) the term "Company" “Partnership” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Sharescommon units or equivalent securities) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares common units or equivalent securities thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date from and a Separation Dateafter the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any wholly owned Subsidiary of the CompanyCompany or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationFlip- Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transfer, as applicable; (iiiii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; (ivv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company) shall consolidate with, or merge with or into, the Company and the Company shall be the continuing or surviving corporation cor poration of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction or a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the Company), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is exercisable as immediately prior to the first occurrence of the date of a Section 13(a) Event (or, if any event set forth in Sec tions 11(a)(ii)(A), (B) and (C) has occurred prior to the Section 13(a) Event Event, multiply ing the number of such fractional shares for which a Right was exercisable immedi ately prior to the first occurrence of an event set forth in Sections 11(a)(ii)(A), (B) and (C) hereof by the Purchase Price immediately prior to such first occurrence), and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) fifty percent (50% %) of the current per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations obliga tions and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) it being speci fically intended that the provisions of Section 11 hereof shall apply only to such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a Section 13(a) Event.; (iv) such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person shall consolidate with, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with any such consolidation or merger, all or part of the Common Shares of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related two or more transactions, assets of the Company or earning power aggregating its Subsidiaries which constitute more than 50% or more of the assets or which produce more than 50% of the earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (any Affiliate or Associate of such Person other than the Company, any Subsidiary Company or one or more of the Company)its Wholly Owned Subsidiaries, then, and in each such case, the Company agrees that, as a condition to engaging in any such transaction, it will make or cause to be made proper provision shall be made so that (i) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of such other Person (including the Principal PartyCompany as successor thereto or as the surviving corporation) or, not subject to any rights if such other Person is a Subsidiary of first refusalanother Person, redemption of the Person or repurchasePersons (other than individuals) which ultimately control such first-mentioned Person, as shall be equal to the result obtained by (1) first multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share for which a Right is then exercisable as of the date of the (without taking into account any adjustment previously made pursuant to Section 13(a) Event l2(a)(ii)), and second dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d12(d)) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company," as used herein, shall thereafter be deemed to refer to such Principal Party, issuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common or Preferred Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 14 if at the time of such transaction there are outstanding any rights, warrants, instruments or securities or any agreement or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and (v) such issuer shall have executed and delivered to the Rights Agent an agreement supplemental to this Agreement complying with the provisions of Sections 11(a)(iithis Section 14. The provisions of this Section 14 shall similarly apply to successive mergers or consolidations or sales or other transfers. For the purposes of this Section 14, 50% of the assets of the Company and its Subsidiaries shall be determined by reference to the book value of such assets as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries (which need not be audited) and 11(a)(iii) hereof 50% of the earning power of the Company and its Subsidiaries shall thereafter be determined by reference to the mathematical average of no the operating income resulting from the operations of the Company and its Subsidiaries for the two most recent full fiscal years as set forth in the consolidated and consolidating financial statements of the Company and its Subsidiaries for such years; PROVIDED; HOWEVER, that if the Company has, during such period, engaged in one or more transactions to which purchase accounting is applicable, such determination shall be made by reference to the pro forma operating income of the Company and its Subsidiaries giving effect following to such transactions as if they had occurred at the occurrence commencement of a Section 13(a) Eventsuch two-year period.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "SECTION 13 EVENT") that, following a Shares on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate or otherwise combine with, or merge with or into, the Company and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or assets, earning power or cash flow aggregating more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company, Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof); PROVIDED, HOWEVER, that this clause (z) of Section 13(a) hereof shall not apply to the PRO RATA distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of Common Stock of the Company), ; then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall shall, on or after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be extended pursuant to Section 23(a) hereof or amended pursuant to Section 27 hereof), thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) the shares of Common Stock of such Principal Party received by each holder of a Right upon exercise of that Right shall be fully paid and nonassessable; (iii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (ivv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter shall, from and after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be amended), have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price Current Market Price (determined pursuant to Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets assets, operating income, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by subsection (d), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereofhereof or subsection (e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non assessable and freely tradeable Common Shares of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Fractions for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following at any time after a Shares Acquisition Date and a Separation DatePerson has become an Acquiring Person, directly or indirectly, indirectly (xi) the Company shall consolidate with, or merge with and or into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; (yii) any Person shall consolidate withwith the Company, or merge with or into, into the Company and the Company shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the Common Shares shall be changed into or exchanged for stock or other National City Bank August 21, 1997 Page 2 securities of the Company or of any other Person or cash or any other property, ; or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing in the aggregate more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Persons, then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at an exercise price per Right equal to the Purchase Price in effect as product of the date then-current Exercise Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Section 13(a) first occurrence of a Flip-In Event, and in lieu of Series A Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of such other Person (including the Principal Party, not subject to any rights of first refusal, redemption Company as successor thereto or repurchase, as the surviving corporation) as shall be equal to the result obtained by (1) multiplying such Purchase the then-current Exercise Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is was exercisable as immediately prior to the first occurrence of the date of the Section 13(a) Event a Flip-In Event, and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of the consummation of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, issuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited towithout limitation, the reservation of a sufficient number of its Common SharesShares to permit the exercise of all outstanding Rights) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights." 3. The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect. 4. Capitalized terms used without other definition in this Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement. 5. This Amendment No. 1 to the Rights Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within the State of Delaware. 6. This Amendment No. 1 to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and (v) all such counterparts shall together constitute but one and the provisions same instrument. 7. This Amendment No. 1 to the Rights Agreement shall be effective as of Sections 11(a)(ii) the Close of Business on August 21, 1997, as if executed on such date, and 11(a)(iii) hereof all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 8. Exhibits B and C to the Rights Agreement shall thereafter be of no effect following amended in a manner consistent with this Amendment No. 1 to the occurrence of a Section 13(a) EventRights Agreement.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date (which for purposes of this Section 13(a) only shall also include the date of the first public announcement (including, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with any of such Person's Affiliates and Associates, has become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding pursuant to a Separation DateQualifying Offer), directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price Price, in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price Current Market Price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation consummation, provided that the Purchase Price and the number of shares of Common Stock of such consolidation, merger, sale or transfer, Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Shares Stock shall be changed converted into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "SECTION 13 EVENT"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Company Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares of Company Common Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price Current Market Price (determined pursuant to Section 11(d) hereof)) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (xi) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, any Subsidiary Company or one or more of the Companyits wholly-owned Subsidiaries), then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, except as provided in Right (other than Rights that have become void pursuant to Section 7(e11(a)(ii)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one-half shares of Common Stock for which a Right is then exercisable, in effect as accordance with the terms of the date of the Section 13(a) Event, this Agreement and in lieu of Series A Preferred Sharesshares of Common Stock, such number of validly authorized and issued, fully paid, nonassessable paid and non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party, Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1I) multiplying such the then current Purchase Price by the number of one one-thousandth half shares of a Series A Preferred Share Common Stock for which a Right is then exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2II) 50% of the then current per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party (determined in accordance to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; PROVIDED that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, ; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common SharesStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (vincluding, but not limited to, reservation of shares of stock) as may be necessary to permit the provisions subsequent exercise of Sections 11(a)(iithe Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property. (b) and 11(a)(iii) hereof As used in this Section 13, "Principal Party" shall thereafter be of no effect following the occurrence of a Section 13(a) Event.mean

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other propertyproperty or the shares of Common Stock held by shareholders of the Company immediately prior to the consummation of the transaction which remain outstanding shall constitute less than 50% of the total number of shares of Common Stock outstanding immediately following consummation of the transaction, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets assets, cash flow or earning power aggregating more than 50% or more of the assets assets, or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter shall, from and after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be amended), have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13(a) 13 Event, shall thereafter shall, for all purposes of this Agreement, mean and be referred to as the "PURCHASE PRICEPurchase Price" for all purposes of this Agreementeach Right) by (2) 50% of the current per share market price Current Market Price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, : (xi) the Company shall consolidate with, or merge with and into, any other Person and (other than a Subsidiary of the Company shall not be in a transaction the continuing principal purpose of which is to change the state of incorporation of the Company or surviving corporation of such consolidation or merger, which complies with Section 11(o) hereof); (yii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or ; or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the CompanyCompany or one or more of its wholly owned Subsidiaries in one or more transactions, any Subsidiary each of the Companywhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal PartyParty (as hereinafter defined), not subject to free of any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A Preferred Share for which a Right is was exercisable as immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the date first occurrence of a Section 13 Event, multiplying the Section 13(anumber of such one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) Event and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE TOTAL EXERCISE PRICE" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Shares of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiC) the term "CompanyCOMPANY" shall thereafter be deemed to refer to such Principal Party, (iv) it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a Section 13(a) 13 Event.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares at any time on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person or Persons and the Company shall not be the surviving or continuing or surviving corporation of such the consolidation or merger, or engage in any share exchange pursuant to which its shares are acquired, (y) any Person or Persons shall consolidate with, or merge with or and into, the Company Company, or engage in any share exchange with the Company, and the Company shall be the continuing continuing, surviving or surviving acquiring corporation of such consolidation the consolidation, merger or merger share exchange and, in connection with such consolidation the consolidation, merger or mergershare exchange, all or part of the outstanding shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or of the Company or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in a single transaction one or a series of related transactions, assets or earning power aggregating 50more than 30% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company), then, and in on the first occurrence of any such event on or after the Stock Acquisition Date (each such caseevent a “Section 13 Event”), proper provision shall be made so that (i) each registered holder of a RightRight shall, except as provided in for a period of 60 days after the later of the occurrence of such event and the effectiveness of an appropriate registration statement under the Securities Act pursuant to Section 7(e) hereof13(c), shall thereafter have the right to receive, upon the exercise thereof at and payment of the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Rights Agreement, and in lieu of Series A Preferred SharesUnits, such number of shares of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Units for which a Right is was exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by the number of Units for which a Right was exercisable immediately prior to such first occurrence of a Section 11(a)(ii) Event) and (2) dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price (determined as provided in Section 11(d)) per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such the Principal Party on the date of consummation of the Section 13 Event (or the Current Market Price of other securities or property of the Principal Party as of such consolidationdate); provided that the Purchase Price and the number of shares of Common Stock of the Principal Party issuable upon exercise of each Right shall be further adjusted as appropriate to reflect any stock split, mergerstock dividend or similar transaction, sale or transferas provided in this Rights Agreement to reflect any other events, occurring after the date of the first occurrence of a Section 13 Event; (ii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.term

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following a Shares on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate or otherwise combine with, or merge with or into, the Company and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or 37 one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company, Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof); PROVIDED, however, that this clause (z) of Section 13(a) hereof shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of Common Stock of the Company), ; then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall shall, on or after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be extended or amended as provided in Section 26 hereof), thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Units for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) the shares of Common Stock of such Principal Party received by each holder of a Right upon exercise of that Right shall be fully paid and nonassessable; (iii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (ivv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets assets, operating income, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by subsection (d), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereofhereof or subsection (e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non assessable and freely tradeable tradable Common Shares of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Fractions for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all of the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Shares shall be changed Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of the surviving entity) all of the Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of any other Person such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, any Subsidiary of the Companyevents described in the foregoing clauses (x), (y) or (z) being herein referred to as a “Section 13 Event”), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except Right (other than as provided in Section 7(e) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common tradable Ordinary Shares of the Principal PartyParty (as hereinafter defined), not subject to any free and clear of liens, rights of call or first refusal, redemption encumbrances or repurchaseother adverse claims, as shall be equal to the result obtained by (1x) multiplying such the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share Shares for which a Right is then exercisable as of the date of the (without taking into account any adjustment previously made pursuant to Section 13(a11(a)(ii) Event hereof) and (y) dividing that product by fifty percent (which, following the Section 13(a50%) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current market price per share market price of the Ordinary Shares of such Principal Party (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesOrdinary Shares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Ordinary Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following a Shares the Stock Acquisition Date and a Separation DateTime, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) and the Company shall not be the surviving or continuing or surviving corporation of such merger, consolidation or mergercombination, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or intoand into the Company, the Company and the Company shall be the surviving or continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation or mergertherewith, all or part of the Common Shares Capital Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets assets, cash flow or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statement) to any other Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares tradable shares of Capital Stock of the Principal PartyParty (as hereinafter defined), not subject to any liens, encumbrances, rights of call, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1A) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Capital Stock for which a Right is was exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of shares of Capital Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2B) 50% of the current Current Market Price per share market price of Capital Stock of such Principal Party (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such merger, consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesCapital Stock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to its Common Shares Capital Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) Event.13

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(n) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions, each of which is not prohibited by Section 11(n) hereof), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase then current Exercise Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and shares of freely tradeable Common Shares Stock of the Principal Party, not subject to any free and clear of rights of call or first refusal, redemption liens, encumbrances or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such Purchase the then current Exercise Price by the number of one one-thousandth thousandths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a) Event 13 Event, and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price Fair Market Value (determined pursuant to Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock to permit exercise of all outstanding Rights in accordance with this Section 13(a) and the making of payments in cash and/or other securities in accordance with Section 11(a)(iii) hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Shares Stock shall be changed converted into or exchanged for stock shares or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "SECTION 13 EVENT"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesaccordance with this Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share Company Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a) 13 Event and (2) dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise exchange of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In If, after the event that, following a Shares Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or 36 40 earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Persons, then, and in each such case, the Company and the Principal Party (as such term is hereinafter defined) and its Affiliates and Associates shall make proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1l) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Common Stock for which a Right is exercisable as immediately before the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred before the first occurrence of a Section 13 Event, multiplying the number of shares of Common Stock for which a Right was exercisable immediately before the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately before such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) 37 41 such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares or units of its Common SharesStock) in connection with the consummation of any such transaction transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares or units of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, following a Shares Acquisition at any time on or after the 20% Ownership Date and a Separation prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person and the Company shall not be the continuing or surviving corporation of in such consolidation or merger, (y2) any Person shall shall, directly or indirectly, consolidate with, with or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of in such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in a single transaction one or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the CompanyCompany or one or more of its wholly owned Subsidiaries (such Persons, any Subsidiary of together with the CompanyPersons described in clauses (1) and (2) above shall be collectively referred to in this Section 13 as the "Surviving Person"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of this Agreement and payment of the date of the Section 13(a) Eventthen current Exercise Price, and in lieu of Series A Preferred Sharesthe securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, Surviving Person as shall be equal to a fraction, the result obtained by (1) multiplying such Purchase numerator of which is the product of the then current Exercise Price multiplied by the number of one one-thousandth hundredths of a Series A Preferred Share for which a purchasable upon the exercise of one Right is exercisable as of immediately prior to the date of the first Section 13(a) Event and dividing that product (whichor, following if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event, or, if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the number of one-hundredths of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall thereafter be referred not have occurred prior to as the "PURCHASE PRICE" for all purposes date of this Agreementsuch Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, multiplied by (2the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event), and the denominator of which is 50% of the current per share market price (determined pursuant to Section 11(d) hereof) Current Market Price per Common Share (or other securities or property as provided for herein) of such Principal Party the Surviving Person on the date of consummation of such consolidation, merger, sale or transfer, Section 13(a) Event; (ii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term term, "Company," shall thereafter be deemed to refer to such Principal Party, the Surviving Person; and (iv) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rightsforegoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (vc) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section 13 (a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the provisions Rights and the Common Shares of Sections the Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on Nasdaq; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) and 11(a)(iii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof shall thereafter be of no effect following prior to the occurrence date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date from and a Separation Dateafter the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding Common Shares shall be changed into or exchanged for stock shares or other securities of the Company or of any other Person or cash or any other property, property or (z) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any wholly owned Subsidiary of the CompanyCompany or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof, with each such event set forth on clause (x), (y) or (z) of this Section 13(a) being hereinafter referred to as a "Flip-Over Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Common Shares for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A Preferred SharesCommon Shares of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares common shares of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of the common shares of such Principal Party on the date of consummation of such consolidationFlip-Over Event; PROVIDED that the Purchase Price and the number of common shares of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transfer, as applicable; (iiiii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure it being specifically intended that the provisions of Section 11 hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.apply

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Dateon or after the occurrence of any Section 11(a)(ii) Event, directly or indirectly, : (xi) the Company shall consolidate with, or merge with and into, any Interested Stockholder or, if in such consolidation or merger all holders of the Common Stock of the Company are not treated the same, any other Person and (other than a wholly-owned Subsidiary of the Company in a transaction not prohibited by Section 11(o)), so that the Company shall not be the continuing or surviving corporation of such consolidation or mergercorporation, (yii) any Interested Stockholder or, if in such merger all holders of the Common Stock of the Company are not treated the same, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction not prohibited by Section 11(o)) shall consolidate with, or merge with or intoand into the Company, the Company and so that the Company shall be the continuing or surviving corporation of such consolidation or merger andcorporation, and in connection with such consolidation or merger, merger either (A) all or part of the outstanding shares of Common Shares Stock of the Company shall be converted or changed into or exchanged for capital stock or other securities of the Company or of any other Person (or the Company), cash and/or other property or any other property(B) such shares of Common Stock shall remain outstanding, unconverted and unchanged, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Interested Stockholder or, if in such transaction or transactions the holders of the Common Stock of the Company are not treated the same, any other Person or Persons (other than the CompanyCompany or one or more of its wholly-owned Subsidiaries in one or more transactions, any Subsidiary each of the Companywhich is not prohibited by Section 11(o)), then, and in each such case, proper provision shall be made so that (iw) each the registered holder of a each Right, except as otherwise provided in Section 7(e) hereof7(d), shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as and payment of the date of the Section 13(a) Event, and in lieu of Series A Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, as shall be an amount equal to the result obtained product determined by (1) multiplying such Purchase the then current Exercise Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a such Right is exercisable as then exercisable, in accordance with this Agreement, in lieu of Preferred Shares, the number of freely tradable shares (which shall be duly authorized, validly issued, fully paid and non-assessable) of Common Stock of the date Principal Party or, in the case of a merger described in clause (ii) of this sentence in which the Common Stock of the Section 13(a) Event Company shall remain outstanding, unconverted and unchanged, of the Company, free and clear of all rights of call or first refusal, liens, encumbrances or other adverse claims, determined by dividing that such product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price Fair Market Value (determined pursuant to as provided in Section 11(d)) hereof) per of the shares of Common Share (or other securities or property as provided for herein) Stock of such Principal Party (or, if appropriate, the Company) on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (iix) such Principal Party shall thereafter be liable for, and shall assume, by virtue reason of the consummation of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to under this Agreement, ; (iiiy) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply to such Principal Party; and (ivz) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common SharesStock to permit exercise of all outstanding Rights in accordance with this subsection (a) and the distribution of cash, debt securities, shares and other property in accordance with Section 11(a)(iv))in connection with the consummation of any such transaction Section 13 Event as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bepossible, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation Dateduring such time as there is an Acquiring Person, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof and has been approved by the Board of Directors (including, following the earlier of (x) a Triggering Event and (y) the date on which a Person becomes an Acquiring Person, at least a majority of the Continuing Directors)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof and has been approved by the Board of Directors (including, following the earlier of (x) a Triggering Event and (y) the date on which a Person becomes an Acquiring Person, at least a majority of the Continuing Directors)) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof and has been approved by the Board of Directors (including, following the earlier of (x) a Triggering Event and (y) the date on which a Person becomes an Acquiring Person, at least a majority of the Continuing Directors)), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at one hundred times the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable tradable full shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such by one hundred the then current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share share of Common Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by one hundred times the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties share of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.Stock of

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof) shall consolidate or combine with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of the Company any Person or of any other Person Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or more transactions or a series of related transactions, assets assets, cash flow or earning power aggregating more than fifty percent (50% or more %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any a Subsidiary of the CompanyCompany in a transaction which complies with Section 11(n) hereof); provided, however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of the Common Shares; then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, and nonassessable and freely tradeable tradable Common Shares of the Principal PartyParty (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a Series A Preferred Share for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" “Purchase Price” for each Right and for all purposes of this Agreement) by fifty percent (250%) 50% of the then current per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Shares of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 of this Agreement, in the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall shall, upon the expiration of the Redemption Period (as defined in Section 23(a)), thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable tradable shares of Common Shares Stock of the Principal PartyParty (as defined herein), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth thousandths of a share of Series A D Preferred Share Stock for which a Right is was exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of one one-thousandths of a share of Series D Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price per share market price (determined pursuant to Section 11(d) hereof) per of the shares of Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationSection 13 Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transfer, as provided for herein); (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof (other than Sections 11(a)(ii) and 11(a)(iii)) shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and Section 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b), in the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in a single transaction one or a series of related more transactions, directly or indirectly, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a “Section 13 Event”), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable shares of Common Shares Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the direct occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICE" “Purchase Price” for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Current Per Share Market Price of the shares of Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" shall ” shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in a single transaction one or a series of related more transactions, directly or indirectly, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable shares of Common Shares Stock of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, Party (as shall be equal to the result obtained by (1) multiplying such Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right term is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.hereinafter defined),

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation the Distribution Date, directly or indirectly, , (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) and the Company shall not be the continuing or surviving corporation Person of such consolidation or merger, , (yii) any Person shall acquire shares of Common Stock of the Company in a share exchange, (iii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or or (ziv) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary Company or one or more of the Companyits wholly owned Subsidiaries in a transaction that complies with Section 11(m), then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at and payment of the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares shares of common stock of the Principal Party, Party (as hereinafter defined) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as 50 percent of the date Current Per Share Market Price of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% common stock of the current per share market price Principal Party (determined pursuant to Section 11(d)) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transferthe Section 13 Event, (iiB) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such the Principal Party, it being specifically intended that the provisions of Section 11 shall apply to the Principal Party only following the first occurrence of a Section 13 Event, and (ivD) such the Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares the common stock thereafter deliverable upon the exercise of the Rights, and (v) the . The provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a an event described in Section 13(a) Event13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Shares shall be changed Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of the surviving entity) all of the Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of any other Person such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Person, then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, except as provided in subject to Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and shares of freely tradeable Common Shares Stock of the Principal PartyParty (as hereinafter defined), not subject to any free and clear of liens, rights of call or first refusal, redemption encumbrances or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one onefour-thousandth thousandths of a Series A share of Preferred Share Stock for which a Right is then exercisable as of the date of the (without taking into account any adjustment previously made pursuant to Section 13(a11(a)(ii) Event hereof) and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current market price per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, merger sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.term

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date from and a Separation Dateafter the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any wholly owned Subsidiary of the CompanyCompany or any combination thereof in one or more transactions each of which complies (and all of which together comply) with SECTION 11(o) hereof), then, and in each such casecase (except as may be contemplated by SECTION 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section SECTION 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationFlip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transfer, as applicable; (iiiii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "CompanyCOMPANY" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of SECTION 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; (ivv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections SECTION 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares at anytime on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, with any other Person or Persons or shall merge with and into, into any other Person or Persons and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger, or (y) any Person or Persons shall consolidate with, or merge with or intoand into the Company, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or of the Company or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in a single transaction one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer to any Person in one or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company), then, and in each on the first occurrence of any such caseevent, except as may be contemplated by Section 13(d), proper provision shall be made so that (i) each holder of record of a Right, except other than as provided in Section 7(e) hereof11(a)(ii), shall thereafter have the right to receive, upon the exercise thereof at and payment of the aggregate Purchase Price in effect as with respect to the total number of shares for which a Right was exercisable immediately prior to the date first occurrence of a Section 13 Event (or, if earlier, the first occurrence of a Section 13(a11(a)(ii) Event, and ) in lieu accordance with the terms of Series A Preferred Sharesthis Rights Agreement, such number of shares of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares common stock of the Principal Party, Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Common Stock for which a Right is was exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by the number of shares of Common Stock for which a Right was exercisable immediately prior to such first occurrence of a Section 11(a)(ii) Event) and (2) dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price Current Market Price (determined pursuant to as provided in Section 11(d) hereofhereof with respect to the Common Stock) per Common Share (or other securities or property as provided for herein) share of the common stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; provided that the Purchase Price and the number of shares of common stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Rights Agreement to reflect any events occurring after the date of the first occurrence of a Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement, ; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares shares of common stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise or a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of common stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property, and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a “Section 13(a) Event”) that, following a Shares Acquisition at any time on or after the 20% Ownership Date and a Separation prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person and the Company shall not be the continuing or surviving corporation of in such consolidation or merger, (y2) any Person shall shall, directly or indirectly, consolidate with, with or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of in such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in a single transaction one or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the CompanyCompany or one or more of its wholly-owned Subsidiaries (such Persons, any Subsidiary of together with the CompanyPersons described in clauses (1) and (2) above shall be collectively referred to in this Section as the “Surviving Person”), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of this Agreement and payment of the date of the Section 13(a) Eventthen current Exercise Price, and in lieu of Series A Preferred the securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Surviving Person (and if such Surviving Person has more than one class or series of Common Shares, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption each series or repurchase, class) as shall be equal to a fraction, the result obtained by (1) multiplying such Purchase numerator of which is the product of the then current Exercise Price multiplied by the number of one one-thousandth hundredths of a Series A Preferred Share for which a purchasable upon the exercise of one Right is exercisable as of immediately prior to the date of the first Section 13(a) Event and dividing that product (whichor, following if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event, or, if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the number of one-hundredths of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall thereafter be referred not have occurred prior to as the "PURCHASE PRICE" for all purposes date of this Agreementsuch Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, multiplied by (2the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event), and the denominator of which is 50% of the current per share market price (determined pursuant to Section 11(d) hereof) Current Market Price per Common Share (or other securities or property as provided for herein) of such Principal Party the Surviving Person on the date of consummation of such consolidation, merger, sale or transfer, Section 13(a) Event; (ii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, the Surviving Person; and (iv) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rightsforegoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (vc) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section 13(a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the provisions Rights and the Common Shares of Sections the Surviving Person purchasable upon exercise of the Rights on NASDAQ or another national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on the OTCBB; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) and 11(a)(iii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof shall thereafter be of no effect following prior to the occurrence date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a the Shares Acquisition Date and a Separation Date, directly or indirectly, indirectly (x) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person shall consolidate withwith the Company, or merge with or intoand into the Company, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Shares shall be changed voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of any other Person such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Person, then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, except as provided in subject to Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in effect as accordance with the terms of the date of the Section 13(a) Event, this Agreement and in lieu of Series A Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and shares of freely tradeable Common Shares of the Principal PartyParty (as hereinafter defined), not subject to any free and clear of liens, rights of call or first refusal, redemption encumbrances or repurchaseother adverse claims, as shall be equal to the result obtained by (1A) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is then exercisable as of the date of the (without taking into account any adjustment previously made pursuant to Section 13(a11(a)(ii) Event hereof) and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, ; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) a. In the event that, following a Shares Acquisition Date and a Separation the Distribution Date, directly or indirectly, (x) , i. the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) and the Company shall not be the continuing or surviving corporation Person of such consolidation or merger, (y) , ii. any Person shall acquire shares of Common Stock of the Company in a share exchange, iii. any Person (other than a Subsidiary of the Company in a transaction that complies with Section 1l(m)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or securities, of any other Person or cash or any other property, or (z) or iv. the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary tie Company or one or more of the Companyits wholly owned Subsidiaries in a transaction that complies with Section 11(m), thenTHEN, and in each such case, proper provision shall be made so that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at and payment of the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares shares of common stock of the Principal Party, Party (as hereinafter defined) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as 50 percent of the date Current Per Share Market Price of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% common stock of the current per share market price Principal Party (determined pursuant to Section 11(d)) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transferthe Section 13 Event, (iiB) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, (iiiC) the term "Company" shall thereafter be deemed to refer to such the Principal Party, it being specifically intended that the provisions of Section 11 shall apply to the Principal Party only following the first occurrence of a Section 13 Event, and (ivD) such the Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares the common stock thereafter deliverable upon the exercise of the Rights, and (v) the . The provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a an event described in Section 13(a) Event13. b. The term "Principal Party" shall mean

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, following a Shares Acquisition at any time on or after the 15% Ownership Date and a Separation prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person and the Company shall not be the continuing or surviving corporation of in such consolidation or merger, (y2) any Person shall shall, directly or indirectly, consolidate with, with or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of in such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in a single transaction one or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the CompanyCompany or one or more of its wholly-owned Subsidiaries (such Persons, any Subsidiary of together with the Companysurviving corporations described in clauses (1) and (2) above shall be collectively referred to in this Section as the "Surviving Person"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of this Agreement and payment of the date of the Section 13(a) Eventthen current Exercise Price, and in lieu of Series A Preferred the securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Surviving Person (and if such Surviving Person has more than one class or series of Common Shares, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption each series or repurchase, class) as shall be equal to a fraction, the result obtained by numerator of which is: (1A) multiplying such Purchase Price by the number of one one-thousandth of if a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a11(a)(ii) Event and dividing that product (which, following the has not occurred prior to such Section 13(a) Event, the product of the then current Exercise Price multiplied by the number of one-ten thousandths of a Preferred Share purchasable upon the exercise of one Right immediately prior to the first Section 13(a) Event (or, if the Distribution Date shall thereafter be referred not have occurred prior to as the "PURCHASE PRICE" for all purposes date of this Agreementsuch Section 13(a) Event, the number of one-ten thousandths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event), or (B) if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event multiplied by the number of one-ten thousandths of a Preferred Share purchasable upon the exercise of one Right immediately prior to such Section 11(a)(ii) Event (2or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of one-ten thousandths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event), and the denominator of which is 50% of the current per share market price (determined pursuant to Section 11(d) hereof) Current Market Price per Common Share (or other securities or property as provided for herein) of such Principal Party the Surviving Person on the date of consummation of such consolidation, merger, sale or transfer, Section 13(a) Event; (ii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, the Surviving Person; and (iv) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rightsforegoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (vc) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section 13(a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Rights Expiration Date, and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the provisions Rights and the Common Shares of Sections the Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on NASDAQ; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) and 11(a)(iii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof shall thereafter be of no effect following prior to the occurrence date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Persons, then, and in each such case, the Company and the Principal Party (as such term is herein defined) and its Affiliates and Associates shall make proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1l) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Persons, then, and in each such case, the Company and the Principal Party (as such term is herein defined) and its Affiliates and Associates shall make proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1l) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares at anytime on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, with any other Person or Persons or shall merge with and into, into any other Person or Persons and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger, or (y) any Person or Persons shall consolidate with, or merge with or intoand into the Company, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or of the Company or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in a single transaction one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer to any Person in one or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company), then, and in each on the first occurrence of any such caseevent, except as may be contemplated by Section 13(d), proper provision shall be made so that (i) each holder of record of a Right, except other than as provided in Section 7(e) hereof11(a)(ii), shall thereafter have the right to receive, upon the exercise thereof at and payment of the aggregate Purchase Price in effect as with respect to the total number of shares for which a Right was exercisable immediately prior to the date first occurrence of a Section 13 Event (or, if earlier, the first occurrence of a Section 13(a11(a)(ii) Event, and ) in lieu accordance with the terms of Series A Preferred Sharesthis Rights Agreement, such number of shares of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares common stock of the Principal Party, Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Common Stock for which a Right is was exercisable as of immediately prior to the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a Section 13(a) Event.13 Event (or, if a

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the first occurrence of a Shares Acquisition Date and a Separation DateSection 11(a)(ii) Event, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except (other than Rights which have become void as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price Price, in effect as of the date of the Section 13(a) Event, accordance with this Agreement and in lieu of Series A Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, Party in all respects; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge merger with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof) (any event described in (x), (y) or (z) being referred to hereinafter as a "Section 13 Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision provisions shall be made so that that: (i) each holder of a Right, except as provided in may be contemplated by Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1i) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A share of Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that the product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure it being specifically intended that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in SECTION 13(b) hereof, in the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with SECTION 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with SECTION 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with SECTION 11(o)), in a single transaction one or a series of related more transactions, directly or indirectly, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "SECTION 13 Event"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section SECTION 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) EventPrice, and in lieu of Series A Preferred Sharesaccordance with the terms hereof, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) direct occurrence of a SECTION 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section SECTION 11(d)) hereof) per of the shares of Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, SECTION 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSECTION 13 Event, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date from and a Separation Dateafter the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of 23 Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, property or (z) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any wholly owned Subsidiary of the CompanyCompany or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Agreement, and in lieu of Series A shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as of the date of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) per of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationFlip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transfer, as applicable; (iiiii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iiiiv) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; (ivv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (vvi) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge merger with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof) (any event described in (x), (y) or (z) being referred to hereinafter as a "Section 13 Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision provisions shall be made so that that: (i) each holder of a Right, except as provided in may be contemplated by Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1i) multiplying such the then current Purchase Price by the number of shares (in one one-thousandth hundredth (.01) of a share increments) of Series A Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of shares (in one one-hundredth (.01) of a share increments) for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that the product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, following a Shares Acquisition at any time on or after the 15% Ownership Date and a Separation prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person and the Company shall not be the continuing or surviving corporation of in such consolidation or merger, (y2) any Person shall shall, directly or indirectly, consolidate with, with or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of in such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in a single transaction one or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the CompanyCompany or one or more of its wholly owned Subsidiaries (such Persons, any Subsidiary of together with the CompanyPersons described in clauses (1) and (2) above shall be collectively referred to in this Section 13 as the "Surviving Person"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of this Agreement and payment of the date of the Section 13(a) Eventthen current Exercise Price, and in lieu of Series A Preferred Sharesthe securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption or repurchase, Surviving Person as shall be equal to a fraction, the result obtained by (1) multiplying such Purchase numerator of which is the product of the then current Exercise Price multiplied by the number of one one-thousandth hundredths of a Series A Preferred Share for which a purchasable upon the exercise of one Right is exercisable as of immediately prior to the date of the first Section 13(a) Event and dividing that product (whichor, following if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event, or, if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the number of one-hundredths of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall thereafter be referred not have occurred prior to as the "PURCHASE PRICE" for all purposes date of this Agreementsuch Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, multiplied by (2the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event), and the denominator of which is 50% of the current per share market price (determined pursuant to Section 11(d) hereof) Current Market Price per Common Share (or other securities or property as provided for herein) of such Principal Party the Surviving Person on the date of consummation of such consolidation, merger, sale or transfer, Section 13(a) Event; (ii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term term, "Company," shall thereafter be deemed to refer to such Principal Party, the Surviving Person; and (iv) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rightsforegoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (vc) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section 13 (a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the provisions Rights and the Common Shares of Sections the Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on NASDAQ; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) and 11(a)(iii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof shall thereafter be of no effect following prior to the occurrence date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In If, on or following the event that, following a Shares Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, with the Company or merge with or intoand into the Company, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger andmerger, other than, in connection with such the case of any transaction described in (x) or (y), a merger or consolidation or merger, which results in all or part of the Common Shares shall be changed securities generally entitled to vote in the election of directors ("VOTING SECURITIES") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the continuing or exchanged for stock or other securities surviving entity) all of the Voting Securities of the Company or such continuing or surviving entity outstanding immediately after such merger or consolidation and the holders of any other Person such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company, Company or any Subsidiary of the CompanyCompany in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e11(a)(ii) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then-current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of shares of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable Common Shares of the Principal Party, not subject to any liens, encumbrances, rights of call or first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1A) multiplying such the then-current Purchase Price by the number of one one-thousandth hundredths of a Series A Preferred Share for which a Right is was then exercisable as immediately prior to the first occurrence of the date of the such Section 13(a12(a) Event (or, if a Section 11(a)(ii) Event had occurred prior to such Section 12(a) Event, multiplying the number of such one one-hundredth of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of such Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2B) 50% of the current Current Market Price per share market price Common Share of such Principal Party (determined pursuant to Section 11(d11(d)(i) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 12(a) Event); (ii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party following the first occurrence of a Section 12(a) Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) EventRight.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the event that, following a Shares Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in a single transaction one or a series of related more transactions, directly or indirectly, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any Person or Persons (other than the Company, any Subsidiary of the Companysuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable shares of Common Shares Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof) per Common Share (or other securities or property as provided for herein)) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Event.shares of

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In If, after the event that, following a Shares Stock Acquisition Date and a Separation Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company)Persons, then, and in each such case, the Company and the Principal Party (as such term is hereinafter defined) and its Affiliates and Associates shall make proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1l) multiplying such the then current Purchase Price by the number of one one-thousandth shares of a Series A Preferred Share Common Stock for which a Right is exercisable as immediately before the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred before the first occurrence of a Section 13 Event, multiplying the number of shares of Common Stock for which a Right was exercisable immediately before the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately before such first occurrence), and dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares or units of its Common SharesStock) in connection with the consummation of any such transaction transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares or units of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares at any time on or after the Stock Acquisition Date and a Separation Date, directly or indirectly, (xi) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger, merger or (yii) any Person or Persons (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or intoand into the Company, the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock of the Company shall be changed into or exchanged for stock or other securities of the Company or of any other Person or of the Company or cash or any other property, property or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer)transfer to any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) or any Affiliate or Associate of such Person, in one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer to any Person (other than a single Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) in one or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary of the Company), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (iA) each holder of record of a Right, Right (except as otherwise provided in the last three sentences of Section 7(e11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at and payment of the then current Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Eventthis Rights Agreement, and in lieu of Series A Preferred SharesStock, such number of shares of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable tradable Common Shares Stock of the Principal Party, Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth hundredths of a Series A share of Preferred Share Stock for which a Right is was exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event hereof has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by the number of one one-hundredths of a share of Preferred Stock for which a right was exercisable immediately prior to such first occurrence of a Section 11(a)(ii) Event) and (2) dividing that product (whichsuch product, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for all purposes of this Agreement) by (2) 50% of the current per share market price Current Market Price (determined pursuant to as provided in Section 11(d) hereof) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidationSection 13 Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transfer, as provided for herein); PROVIDED that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Section 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, Section 13 Event all the obligations and duties of the Company pursuant to this Rights Agreement, ; (iiiC) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal Party following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he or she, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (vincluding, but not limited to, reservation of shares of stock) as may be necessary to permit the provisions subsequent exercise of Sections 11(a)(ii) the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and 11(a)(iii) hereof shall thereafter be of no effect following the occurrence of a Section 13(a) Eventother property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares the Stock Acquisition Date and a Separation Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Shares Stock shall be changed converted into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in a single transaction one or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a wholewhole (any such event described in clause (x), (y) to any Person or Persons (other than the Company, any Subsidiary of the Companyz) being a "SECTION 13 EVENT"), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in effect as of the date of the Section 13(a) Event, and in lieu of Series A Preferred SharesPrice, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, redemption transfer restrictions or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of one one-thousandth Units of a Series A Preferred Share Stock for which a Right is exercisable as immediately prior to the first occurrence of the date of the a Section 13(a13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13(a) 13 Event, shall thereafter be referred to as the "PURCHASE PRICEPurchase Price" for all purposes of this Agreement) by (2) 50% of the current per share market price (determined pursuant to Section 11(d) hereof)) per share of the Common Share (or other securities or property as provided for herein) Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer, Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "Company" shall shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, ; and (v) the provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no further effect following the first occurrence of a any Section 13(a) 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following a Shares Acquisition Date and a Separation the Distribution Date, directly or indirectly, , (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; (yii) any Person shall acquire shares of Common Stock of the Company in a share exchange; (iii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) shall consolidate withwith the Company, or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or ; or (ziv) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in a single transaction one or a series of related more transactions, assets or earning power aggregating 50% 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company, any Subsidiary Company or one or more of the Companyits wholly owned Subsidiaries in a transaction that complies with Section 11(m), ; then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at and payment of the Purchase Price in effect as accordance with the terms of the date of the Section 13(a) Event, and in lieu of Series A Preferred Sharesthis Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares shares of common stock of the Principal Party, Party (as hereinafter defined) not subject to any liens, encumbrances, rights of first refusal, redemption refusal or repurchaseother adverse claims, as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Price by the number of one one-thousandth of a Series A Preferred Share for which a Right is exercisable as 50 percent of the date Current Per Share Market Price of the Section 13(a) Event and dividing that product (which, following the Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE" for all purposes of this Agreement) by (2) 50% common stock of the current per share market price Principal Party (determined pursuant to Section 11(d)) hereof) per Common Share (or other securities or property as provided for herein) of such Principal Party on the date of consummation of such consolidation, merger, sale or transferthe Section 13 Event, (iiB) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement, (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such the Principal Party, it being specifically intended that the provisions of Section 11 shall apply to the Principal Party only following the first occurrence of a Section 13 Event, and (ivD) such the Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares the common stock thereafter deliverable upon the exercise of the Rights, and (v) the . The provisions of Sections Section 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect following the first occurrence of a an event described in Section 13(a) Event13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a “Section 13(a) Event”) that, following a Shares Acquisition at any time on or after the 10% Ownership Date and a Separation prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person and the Company shall not be the continuing or surviving corporation of in such consolidation or merger, (y2) any Person shall shall, directly or indirectly, consolidate with, with or merge with or into, and into the Company and the Company shall be the continuing or surviving corporation of in such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in a single transaction one or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the CompanyCompany or one or more of its wholly-owned Subsidiaries (such Persons, any Subsidiary of together with the CompanyPersons described in clauses (1) and (2) above shall be collectively referred to in this Section as the “Surviving Person”), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, except as provided in Section 7(e7(d) hereof, each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at in accordance with the Purchase Price in effect as terms of this Agreement and payment of the date of the Section 13(a) Eventthen current Exercise Price, and in lieu of Series A Preferred the securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Surviving Person (and if such Surviving Person has more than one class or series of Common Shares, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party, not subject to any rights of first refusal, redemption each series or repurchase, class) as shall be equal to a fraction, the result obtained by (1) multiplying such Purchase numerator of which is the product of the then current Exercise Price multiplied by the number of one one-thousandth hundredths of a Series A Preferred Share for which a purchasable upon the exercise of one Right is exercisable as of immediately prior to the first Section (a) Event (or, if the Distribution Date shall not have occurred prior to the date of the Section 13(a) Event and dividing that product (which, following the such Section 13(a) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event, or, if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the number of one-hundredths of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall thereafter be referred not have occurred prior to as the "PURCHASE PRICE" for all purposes date of this Agreementsuch Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, multiplied by (2the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event), and the denominator of which is 50% of the current per share market price (determined pursuant to Section 11(d) hereof) Current Market Price per Common Share (or other securities or property as provided for herein) of such Principal Party the Surviving Person on the date of consummation of such consolidation, merger, sale or transfer, Section 13(a) Event; (ii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, ; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, the Surviving Person; and (iv) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rightsforegoing, if the Section 13(a) Event is the sale or transfer in one or more transactions of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (vc) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Surviving Person upon exercise of outstanding Rights have been waived and that such Section 13(a) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the provisions Rights and the Common Shares of Sections the Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on NASDAQ; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) and 11(a)(iii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof shall thereafter be of no effect following prior to the occurrence date of a Section 13(a) Event, such Rights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 13(a) Event.