Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventevent, directly or indirectly: , at any time after the Flip-In Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or of the Company); or ) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereofthe Company), thenthen upon the first occurrence of such event, concurrent with and in each such case, proper provision shall be made so that (A) each holder of a Right (except as provided in 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 Total Exercise Purchase Price applicable immediately prior to the occurrence of the (as theretofore adjusted in accordance with Section 13 Event 11(a)(ii) ----------------- hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by an amount equal to fifty percent (50%) % of the Current Per Share Market Price ----------------- current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of -------------- such Section 13 Eventconsolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in -------- ------- Exercise Price accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares ------------------ 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(e11(f) hereof; ------------- hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (C) the term "Company" shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such ---------- transaction as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common 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 following the first occurrence 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 Event;13(a), such cash, shares, rights, warrants and other property -------------- that 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 (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.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event (a "Section 13(a) Event") that, following a Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereofas the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the 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 Surviving Person (as hereinafter defined)and if such Surviving Person has more than one class or series of Common Shares, free such number of any liensvalidly authorized and issued, encumbrances, rights fully paid and nonassessable Common Shares of first refusal each series or other adverse claims, class) as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then current Exercise Price multiplied by an amount equal the number of one-thousandths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one- 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, if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the number of one-thousandths of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of one-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) immediately prior to such Section 11(a)(ii) Event, multiplied by the 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) 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 Section 13 Event;Surviving Person; and

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In If at any time on or after the event that, following a Triggering EventStock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof11(o); ), and the Company shall not be the surviving or continuing corporation of such consolidation or merger, (iiy) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), shall consolidate with the Companywith, or merge with and into 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 converted into or exchanged for stock or other securities of any other person Person or of the Company or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfertransfer to any other Person or any Affiliate or Associate of such Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o)), in one transaction or more transactionsa series of related transactions not in the ordinary course of the Company's business, 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 whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each on the first occurrence of any such case, event, proper provision shall be made so that (Ai) each holder of record of a Right (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 Total Exercise Price applicable immediately prior to the occurrence and payment of the Section 13 Event Purchase Price in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as hereinafter defineddefined herein), free and clear of any and all liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to fifty percent the first occurrence of a Section 13 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-thousandths 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 (such product, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price (determined as provided in Section 11(d) with respect to the Common Stock) per share of the Common Shares common stock of such Principal Party on the date of consummation of such Section 13 EventEvent (or the fair market value on such date of other securities or property of the Principal Party, provided, however, as provided for herein); provided that the -------- ------- Exercise Purchase Price and the number of Common Shares shares of common stock of such Principal Party so receivable issuable upon exercise of a each Right shall be subject further adjusted as provided in this Agreement to further adjustment as appropriate in accordance with reflect any events occurring after the date of the first occurrence of a Section 11(e) hereof; 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" for all purposes of this 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 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 Stock in accordance with Section 9) 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 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, 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.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In -------------------------------------------------------------------- Subject to the event thatterms and conditions of this Agreement, following a Triggering Eventif after the Separation Time, directly or indirectly: , (ia) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iib) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or including the Company); or ) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately any time prior to the occurrence Expiration Time and payment of the Section 13 Event then current Exercise Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paidpaid and nonassessable shares of common stock of such Person or of that Affiliate or Associate of such Person which has the greatest aggregate market value, nonassessable and freely tradeable determined in the same manner as the Market Price per share of Common Shares Stock is determined pursuant to Section 1.1(l) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, foregoing) as shall be equal to the result obtained by dividing such Total the then current Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price per share of the Common Shares of such Principal Party Stock on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, sale or transfer of a share of the common stock that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise holder of a Right shall be subject have the right to further adjustment as appropriate in accordance with Section 11(ereceive; (ii) hereof; (B) the issuer of such Principal Party common stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; and (iv) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its common stock) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (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, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (ii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 2.12 shall similarly apply only to such Principal Party following the first occurrence of a Section 13 Event;successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson has become an Acquiring Person, directly or indirectly: (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of shares of Common Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that that, subject to clause (v) below, 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer Trans- fer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventfol- lowing the Shares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and or into, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(n)) hereof); and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsid- iary of the Company in a transaction which complies with Sec- tion 11(n)) shall consolidate with the Companyconsolidate, or merge with and or into the Company and the Company shall be the continuing or surviving corporation corpora- tion 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 securi- ties of any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 other Person or Persons Per- sons (other than the Company or one or more any of its wholly owned Subsidiaries in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(n) hereof), then, concurrent with and in each such case, , proper provision shall be made so that (Ai) 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 Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of call or first refusal refusal, or other adverse claims, claims as shall be equal to the result obtained by dividing (1) multiplying the then cur- rent Purchase Price for a full share of Common Stock by the number of shares of Common Stock for which a Right is exercis- able immediately prior to the first occurrence of a Section 13 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 Total Exercise shares for which a Right was exercisable immedi- ately 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 divid- ing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by an amount equal to fifty percent (2) 50%) % of the Current Per Share Market Price per share of the Common Shares Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue vir- tue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "CompanyCom- pany" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall thereafter 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 shares of its Common Stock in accordance with Section 9) in connection with such consummation 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of a any Section 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 Triggering Eventat any time on or after the 10% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereof13 as the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then-current Exercise Price, in lieu of the 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 (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, Surviving Person as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then-current Exercise Price multiplied by an amount equal the number of one four-thousandths (1/4000th) of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one four-thousandths (1/4000th) 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 four-thousandths (1/4000th) of a Preferred Share purchasable upon the exercise of a Right (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of one four-thousandths (1/4000th) 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 the 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term term, "Company," shall thereafter be deemed to refer to the Surviving Person; and (iv) the Surviving Person shall take such Principal Partysteps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall apply only thereafter be applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the foregoing, 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 Principal Party following Person, and the first obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (c) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and (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 Rights and the Common Shares of 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) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof prior to the 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 Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or of the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly- owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of -------- ------- Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. Power ----- (a) In the event thatIf, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly:, (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which that complies with Section 11(m) hereof11(o);), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)) shall consolidate with the Companywith, or merge with and into 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 held by existing shareholders of the Company shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property (or except as the Companyresult of statutory dissenters' rights); , or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m) hereof11(o)), then, concurrent with and in each such case, , except as contemplated by Section 13(d), proper provision shall be made so that: (A) each holder of a Right (Right, except as otherwise provided in Section 7(e) hereof) herein, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement if no Section 11(a)(ii) Event or Section 13 Event had occurred, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;,

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Event, directly or indirectly: (i) at any time after a Person has become an Acquiring Person, the Company shall consolidate consolidates with, or merge merges with and or into, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be is not the continuing or surviving corporation of such consolidation or merger; or (ii) at any time after a Person has become an Acquiring Person, any Person consolidates with the Company, or merges with or into the Company, and the Company is the continuing or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the Common Shares shall be is changed into or exchanged for stock or other securities of any other person (Person or the Company)cash or any other property; or (iii) at any time after a Person has become an Acquiring Person, the Company shall sell Company, directly or indirectly, sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one or 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), Subsidiaries; then, concurrent with and in each such case, , proper provision will be made so that from and after the latest of the Share Acquisition Date, the Distribution Date and the date of the occurrence of such Flip-over Event (A) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have has the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement at an exercise price per Right equal to the product of the then-current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of duly authorized, validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined)Issuer, free and clear of any liens, encumbrances, encumbrances and other adverse claims and not subject to any rights of call or first refusal or other adverse claimsrefusal, as shall be equal to equals the result obtained by dividing such Total Exercise (x) multiplying the then-current Purchase Price by an amount equal the number of one one-hundredths of a Preferred Share for which a Right is exercisable immediately prior to fifty percent the Share Acquisition Date and dividing that product by (y) 50%) % of the Current Per Share Market Price current per share market price of the Common Shares of such Principal Party the Issuer (determined pursuant to Section 11(d)), on the date of consummation the occurrence of such Section 13 Flip-over Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (B) such Principal Party shall the Issuer will thereafter be liable for, and shall will assume, by virtue of the occurrence of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; ; (C) the term "Company" shall will thereafter be deemed to refer to the Issuer; and (D) the Issuer will take such Principal Party, it being specifically intended steps (including without limitation the reservation of a sufficient number of its Common Shares to permit the exercise of all outstanding Rights) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may be possible, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 11 hereof shall apply only to such Principal Party following 13, "Issuer" means (i) in the first occurrence case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13 Event;13(a)(ii) above), and (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) transferred pursuant

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- PowerOR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWER. ----- (a) In the event that, following a Triggering Eventevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ia) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iib) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of 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 (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by an amount equal to fifty percent the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number issuer of such Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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;be

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or ----- indirectly: , either (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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) hereof), in one or 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 Series B Purchase Price (in the case of a price equal to G-P Right) or the Total Exercise then current Series C Purchase Price applicable immediately prior to (in the occurrence case of the Section 13 Event in accordance with the terms of this Agreementa Timber Right), 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 (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing (1) multiplying such Total Exercise then current Purchase Price by an amount equal the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson has become an Acquiring Person, directly or indirectly: (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that that, subject to clause (v) below, 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, on or following a Triggering Eventthe Shares Acquisition Date, directly or indirectly: , (i) the Company shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person the Company shall consolidate with the Companywith, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such mergera case of any transaction described in clause (i) or (ii) above of this Section 13(a), a merger or consolidation which would result 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 or exchanged for stock or other securities of any other person the surviving entity) all of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or the Companyconsolidation); or , or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 Interested Stockholder or Stockholders or, if in such transaction all holders of Common Shares are not treated alike, any other Person or Persons Person, (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with does not violate Section 11(m11(o) hereof), then, concurrent with and in each such case, (A) each holder of a Right case (except as provided in Section 7(e13(d) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as proper provision shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent made so that (50%A) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;each

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------ Earning -------------------------------------------------------------- Power. ----- (a) ------------- In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ia) 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 that complies with Section 11(o) hereof) and the principal purpose Company shall not be the continuing or surviving Person of which is to change the state of incorporation such consolidation or merger, (b) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into into, the Company and Company, the Company shall be the continuing or surviving corporation Person of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares Stock of the Company shall be changed or otherwise transformed into or exchanged for other stock or other securities of any other person (Person or the Company); or Company or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, more than 25% of (A) the assets or earning power aggregating 50% or more (taken at net asset value as stated on the books of the assets Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (B) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), ) then, concurrent with from and in each after such case, event, proper provision shall be made so that (Ai) 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 a price equal to the Total Exercise Purchase Price applicable immediately prior to in effect at the occurrence time of the Section 13 Event such exercise in accordance with the terms of this Agreement, such number of whole or fractional shares of validly authorized and issued, fully paid, nonassessable non-assessable, and freely tradeable Common Shares Stock of such other Person (or in the case of a transaction or series of transactions -- described in clause (c) above, the Person receiving the greatest amount of the Principal Party (as hereinafter definedassets or earning power of the Company, or if the Common Stock of such other -- Person is not and has not been continuously registered under Section 12 of the Exchange Act for the preceding 12-month period and such Person is a direct or indirect Subsidiary of another Person, that other Person, or if such other -- Person is a direct or indirect Subsidiary of more than one other Person, the Common Stock of two or more of which are and have been so registered, such other Person whose issued Common Stock has the greatest aggregate value), free and clear of any liens, encumbrances, rights of first refusal refusal, or other adverse claims, as shall be equal to the result obtained by (x) multiplying the Purchase Price in effect immediately prior to the first occurrence of any Common Stock Event under this Section 13 by the number of shares of Common Stock for which a Right is exercisable immediately prior to such first occurrence (and without taking into account any prior adjustment made pursuant to 11(a)(ii)) and (y) dividing such Total Exercise that product by 50% of the Current Market Price by an amount equal to fifty percent per share (50%as defined in Section 11(d) hereof) of the Current Per Share Market Price of the Common Shares Stock of such Principal Party on other Person determined as of the date of consummation of such Section 13 Eventconsolidation, providedmerger, howeversale, that or transfer; (ii) the -------- ------- Exercise Price and the number of Common Shares issuer of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party Common Stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale, or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed deemed, for all purposes of this Agreement, to refer to such Principal Partyissuer, it being specifically intended that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof) shall apply only to such Principal Party issuer following the first occurrence of a Common Stock Event under this Section 13; (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the whole or fractional shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Common Stock Event described in clauses (a), (b) or (c) of this Section 13. The Company shall not consummate any such consolidation, merger, sale or transfer unless (i) such issuer shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance as will permit the exercise in full of the Rights in accordance with this Section 13, and (ii) prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that as soon as practicable after the date of any Common Stock Event described above in this Section 13 Event;such issuer will (A) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (I) become effective as soon as practicable after such filing and (II) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date, and (B) will deliver to holders of the Rights historical financial statements of such issuer and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. Furthermore, in case the Person which is to be party to a transaction referred to in this Section 13 has any provision in any of its authorized securities or in its charter or by-laws or other agreement or instrument governing its affairs, which provision would have the effect of causing such Person to issue, in connection with, or as a consequence of, the consummation of a Common Stock Event described in clauses (a), (b), or (c) of this Section 13, whole or fractional shares of Common Stock of such Person at less than the then Current Market Price per share thereof (as defined in Section 11(d) hereof), or to issue securities exercisable for, or convertible into, Common Stock of such Person at less than such then Current Market Price, then, in such event, the Company hereby agrees with each holder of the Rights that it shall not consummate any such transaction unless prior thereto the Company and such Person shall have executed and delivered to the Rights Agent a supplemental agreement providing that such provision in question shall have been canceled, waived, or amended so that it will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Common Stock Event described in this Section 13 shall occur at any time after the occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, the Rights which have not therefore been exercised shall thereafter become exercisable, except as provided in Section 7(e) hereof, in the manner described in this Section 13.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following the first occurrence of a Triggering Section ----- 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 and such transaction shall not have received the approval of a majority of the Board of Directors, including a majority of the Independent Directors (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in each such ---------------- case, , proper provision shall be made so that: (Ai) each holder of a Right 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock 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 Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase Price (as theretofore -------- ------- Exercise Price adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal PartyParty in all respects; (iv) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its Common 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 of Section 11 hereof this Agreement shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common 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 Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of a any Section 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 Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereofas the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid, nonassessable paid and freely tradeable non-assessable Common Shares of the Principal Party Surviving Person (as hereinafter defined)and if such Surviving Person has more than one class or series of Common Shares, free such number of any liensvalidly authorized and issued, encumbrances, rights fully paid and non-assessable Common Shares of first refusal each series or other adverse claims, class) as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then current Exercise Price multiplied by an amount equal the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13s(a) Event (or, 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 not have occurred prior to the date of such 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 the 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) 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;Surviving Person; and

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------ Earning -------------------------------------------------------------- Power. ------------------ (a) In the event that, following a Triggering Event, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iiy) any Person shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iiiz) the Company shall sell sell, or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 to the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as provided in Right, subject to Section 7(e) hereof) , shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the then number of one-one hundredths of a price equal to the Total Exercise Price applicable immediately share of Preferred Stock for which a Right is then exercisable (or if a Section 11(b) Event has occurred prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;, 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(b) Event by the Purchase Price in effect immediately prior to such first occurrence) in accordance with the terms of this Rights Agreement, in lieu of Preferred Stock,

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of ------------------ Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----OR TRANSFER OF ASSETS OR EARNING POWER. (a) In the event that, following a Triggering Eventthe Shares Acquisition Date or, if an event set forth in Section 3(a)(ii) occurs, the Distribution Date, directly or indirectly: indirectly (ix) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iiy) any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such mergerthe case of either transaction described in (x) or (y), a merger or consolidation which would result in all or part of the Common Shares shall be changed into or exchanged for stock or other voting power represented by the securities of any other person the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the Companysurviving 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 such securities not having changed as a result of such merger or consolidation); or , or (iiiz) 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 one or 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 Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons Person, (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with the aggregate does not violate Section 11(m13(d) hereof), ) then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as provided in Right, other than those holders of Rights whose Rights have become null and 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 Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of any liens, encumbrances, rights of call or first refusal refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to fifty percent Section 11(a)(ii) hereof) and dividing that product by (B) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 following shall take such steps (including, but not limited to, the first occurrence reservation of a sufficient number of shares of its Common Shares in accordance with Section 13 Event;9 hereof) in connection with such consummation 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 Section 11(a)(ii) hereof shall be of no further effect.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event (a "Section 13 Event") that, following a Triggering Eventthe Stock Acquisition Time, directly or indirectly: , (ia) the Company shall merge into or consolidate or otherwise combine with, or merge with and into, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation Company, any employee benefit plan of the Company or any entity holding capital stock of the Company for or pursuant to the terms of any such plan) and which complies with Section 11(m) hereof); the Company shall not be the surviving or continuing corporation of such merger, consolidation or combination, (iib) any Person shall consolidate with (other than a Subsidiary of the Company, any employee benefit plan of the Company or any entity holding capital stock of the Company for or pursuant to the terms of any such plan) shall merge into or consolidate, or otherwise combine with and into the Company and the Company shall be the surviving or continuing or surviving corporation of such merger, consolidation or merger combination and, in connection with such mergertherewith, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person or cash or any other property, or (or the Company); or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statement) or assets in the aggregate representing more than 50% of the cash flow of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereofthe Company), then, concurrent with and in each such case, , proper provision shall be made so that (Ai) following the Distribution Date, each holder of a Right (except as otherwise provided in Section 7(e) hereofthis Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then-current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of such other Person (or, if such Person is a Subsidiary of or controlled by another Person, the Principal Party Person (as hereinafter definedother than an individual) which ultimately controls such first-mentioned Person), free not subject to any rights of any liens, encumbrances, call or rights of first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then-current Purchase Price by an amount equal to fifty percent the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50%) % of the Current Per Share Market Price current market price per share of the Common Shares Stock of such Principal Party other Person (determined pursuant to Section 11(d)) on the date of consummation of such Section 13 Eventmerger, providedconsolidation, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number of Common Shares issuer of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party Common Stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventmerger, consolidation, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; (iv) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to its Common Stock thereafter deliverable upon the exercise of the Rights; and (y) the provisions of Section 11 11(a)(ii) hereof shall apply only to such Principal Party be of no effect following the first occurrence of a any Section 13 Event;13

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of -21- which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof) (such events being hereinafter referred to as a "SECTION 13 EVENT?"), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of ------------------ of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event (a "Section 13(a) Event") that, following a Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereofas the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the 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 Surviving Person (as hereinafter defined)and if such Surviving Person has more than one class or series of Common Shares, free such number of any liensvalidly authorized and issued, encumbrances, rights fully paid and nonassessable Common Shares of first refusal each series or other adverse claims, class) as shall be equal to a fraction, the result obtained by dividing numerator of which is: (A) if a Section 11(a)(ii) Event has not occurred prior to such Total Section 13(a) Event, the product of the then current Exercise Price multiplied by an amount equal the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, 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 (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-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to such Section 11(a)(ii) Event (or, if the Distribution Date shall not have occurred prior to the date of such 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), and the denominator of which is 50%) % of the Current Per Share Market Price per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) 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;Surviving Person; and

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson has become an Acquiring Person, directly or indirectly: (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of shares of Common Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that that, subject to clause (v) below, 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 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 Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereofas the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the 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 (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, Surviving Person as shall be equal to a fraction, the result obtained by dividing numerator of which is: (A) if a Section 11(a)(ii) Event has not occurred prior to such Total Section 13(a) Event, the product of the then current Exercise Price multiplied by an amount equal the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, 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 (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-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to such Section 11(a)(ii) Event (or, if the Distribution Date shall not have occurred prior to the date of such 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), and the denominator of which is 50%) % of the Current Per Share Market Price per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In Subject to the event thatterms and conditions of this Agreement, following a Triggering Eventif after the Separation Time, directly or indirectly: , (ia) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iib) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or including the Company); or ) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately any time prior to the occurrence Expiration Time and payment of the Section 13 Event then current Exercise Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paidpaid and nonassessable shares of common stock of such Person or of that Affiliate or Associate of such Person which has the greatest aggregate market value, nonassessable and freely tradeable determined in the same manner as the Market Price per share of Common Shares Stock is determined pursuant to Section 1.1(m) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, foregoing) as shall be equal to the result obtained by dividing such Total the then current Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price per share of the Common Shares of such Principal Party Stock on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, sale or transfer of a share of the common stock that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise holder of a Right shall be subject have the right to further adjustment as appropriate in accordance with Section 11(ereceive; (ii) hereof; (B) the issuer of such Principal Party common stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; and (iv) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its common stock) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (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, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (ii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 2.12 shall similarly apply only to such Principal Party following the first occurrence of a Section 13 Event;successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , either (ix) 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 that complies with Section 11(o)), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o)) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and togetherz) complies with being a “Section 11(m) hereof13 Event”), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreementthen current Purchase Price, 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 (as hereinafter defined)Party, free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares Units of such Principal Party so receivable upon exercise of Preferred Stock for which a Right shall be subject is exercisable immediately prior to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;Event (or, if a Section 11(a)(ii) Event has occurred prior to the first

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Shares Acquisition Date, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and or which complies with Section 11(m11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case,, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total (1) multiplying the then current Exercise Price by an amount equal the number of one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to fifty percent the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number 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 Exercise Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Total Exercise Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current per share market price (determined pursuant to Section 11(d) hereof) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets Assets, Cash ----------------------------------------------------------------------- Flow, or Earning -------------------------------------------------------------- Power. --------------------------- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related 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 whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable, and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal refusal, or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall 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 current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case (Aexcept as may be contemplated by Section 13(d) hereof), 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of any and all liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 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 dividing that product (which, following the first occurrence of a Section 13 Event, shall 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)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Shares Acquisition Date, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which or that complies with Section 11(m11(o) hereofof this Agreement); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) of this Agreement) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m11(o) hereofof this Agreement), then, concurrent with and in each such case,, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to fifty percent the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number 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) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "TOTAL EXERCISE PRICE" for each Right and for all purposes of this Agreement) by 50%% of the current per share market price (determined pursuant to Section 11(d) of the Current Per Share Market Price this Agreement) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------- Earning -------------------------------------------------------------- Power. ------------------ (a) In the event (a "Section 13(a) Event") that, following a Triggering Eventat any time on or after the 20% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereof13 as the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then-current Exercise Price, in lieu of the 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 (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, Surviving Person as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then-current Exercise Price multiplied by an amount equal the number of Common Shares purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of Common Shares 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 Common Shares purchasable upon the exercise of a Right (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of Common Shares 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 the 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term term, "Company," shall thereafter be deemed to refer to the Surviving Person; and (iv) the Surviving Person shall take such Principal Partysteps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall apply only thereafter be applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the foregoing, 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 Principal Party following 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. (c) 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 Rights and the Common Shares of 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) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof prior to the 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 Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (Aa) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of -------- ------- Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bb) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------ Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson becomes an ------------- Acquiring Person, directly or indirectly: , (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (A) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of 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 (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by dividing such Total Exercise (x) multiplying the then current Purchase Price by an amount equal to fifty percent the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (B) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (C) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; and (D) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such Principal Party following consolidation, merger, sale or transfer unless prior thereto the first occurrence Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of a the kind referred to in this Section 13 Event;if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , either (ix) 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 the principal purpose of which is to change not prohibited by Section 11(o) hereof), and the state Company shall not be the continuing or surviving corporation of incorporation such consolidation or merger (y) any Person (other than a Subsidiary of the Company and in a transaction which complies with is not prohibited by Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 is not prohibited by Section 11(o) hereof), in one or 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to and for the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAdjusted Purchase Price, 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 (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal have a current market price (determined pursuant to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%Section 11(d) of the Current Per Share Market Price of the Common Shares of such Principal Party hereof) on the date of consummation of such Section 13 Event, provided, however, that Event equal to two times the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; Adjusted Purchase Price; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventevent, directly or indirectly: , at any time after a Section 11(a)(ii) Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or of the Company); or ) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereofthe Company), thenthen upon the first occurrence of such event, concurrent with and in each such case, proper provision shall be made so that: (A) each holder of a Right (except as provided in other than Rights which 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 Total Exercise Purchase Price applicable immediately prior to the occurrence of the (as theretofore adjusted in accordance with Section 13 Event 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by an amount equal to fifty percent (50%) % of the Current Per Share Market Price current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; provided, however, that the -------- ------- Exercise Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 stock) 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 stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , either (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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) hereof), in one or more transactions, 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in each such case, , proper ---------------- provision shall be made so that: (Ai) 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreementthen current Purchase Price, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets --------------------------------------------------- or Earning -------------------------------------------------------------- Power. --------------------- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall 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 current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Exercise -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(mll(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section ll(o) hereof) shall consolidate with the Companywith, or merge with and into 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 PRCO Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(mll(o) hereof), then, concurrent with and in each such case, case (Aexcept as may be contemplated by Section 13(d) hereof), 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable traceable shares of Common Shares Stock of the Principal Party (as hereinafter such term is here- inafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredth of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall 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 current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this 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 Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately or to fifty percent the first occurrence of a Section 13 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 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 dividing that product (which, following the first occurrence of a Section 13 Event, shall 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)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change not prohibited by Section 11(n) hereof), and the state Company shall not be the continuing or surviving corporation of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and in a transaction which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(m11(n) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or more 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 or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, each of which individually (and together) complies with is not prohibited by the proviso at the end of the first sentence of Section 11(m11(n) hereof), then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total then current Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this 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 (as hereinafter defineddefined in Section 13(b)), free and clear of any rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total (1) multiplying the then current Exercise Price by an amount equal the number of one ten-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 Event, and dividing that product by (2) 50%) % of the Current Per Share Fair Market Price Value (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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; and (iv) such Principal Party following shall take such steps (including, but not limited to, the first occurrence reservation of a sufficient number of shares of its Common Stock to permit exercise of all outstanding Rights in accordance with this Section 13 Event;13(a) and the making of payments in cash and/or other securities in accordance with Section 11(a)(iii) hereof) in connection with such consummation 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 Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following the first occurrence of a Triggering Section ----- 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 and such transaction shall not have received the approval of a majority of the Board of Directors (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in each such ---------------- case, , proper provision shall be made so that: (Ai) each holder of a Right 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock 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 Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase Price (as theretofore -------- ------- Exercise Price adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal PartyParty in all respects; (iv) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its Common 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 of Section 11 hereof this Agreement shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common 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 Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of a any Section 13 Event;.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case,case and except as contemplated by subsection (d), proper provision shall be made so that: (Ai) each holder of a Right (Right, except as provided in Section 7(e) hereof) hereof or subsection (e), shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non assessable and freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Preferred Share Fractions for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per current market price (determined pursuant to Section 11(d)(i) hereof) per Common Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson becomes an Acquiring ----- Person, directly or indirectly: , (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (A) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one- thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of 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 (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by dividing such Total Exercise (x) multiplying the then current Purchase Price by an amount equal to fifty percent the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (B) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (C) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; and (D) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such Principal Party following consolidation, merger, sale or transfer unless prior thereto the first occurrence Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of a the kind referred to in this Section 13 Event;if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following the first occurrence of a Triggering Section ----- 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in ---------------- each such case, , proper provision shall be made so that: (Ai) each holder of a Right 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, -------- however, that the -------- Purchase Price (as theretofore adjusted in accordance with ------- Exercise Price Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal PartyParty in all respects; (iv) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its Common 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 of Section 11 hereof this Agreement shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common 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 Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of a any Section 13 Event;.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or of the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly- owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that ----------------- the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, that following the first occurrence of a Triggering Flip-In Event, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person or Persons and the Company, as the case maybe, shall not be the surviving or continuing corporation of such consolidation or merger, or (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iiy) any Person or Persons shall consolidate with the Companywith, or merge with and into 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 any other person Person or of the Company or cash or any other property, other than, in the case of the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the Company); or Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (iiieither by remaining outstanding or by being converted into 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 such securities not having changed as a result of such transactions, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in one transaction, or more 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each on the first occurrence of any such case, event (Aa "Flip-Over Event"), proper provision shall be made so that (i) each --------------- holder of a Right (except as provided in other than Rights which 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 Total Exercise Purchase Price applicable immediately prior to the occurrence of the (as theretofore adjusted in accordance with Section 13 Event 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by an amount equal to fifty percent (50%) of the Current Per Share Market Price per share of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore -------- ------- Exercise Price adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) 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 only to such Principal Party following the first occurrence of a Flip-Over 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 Stock in accordance with Section 13 Event;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 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, 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 necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- --------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventthe Shares Acquisition Date, directly or ----- indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(n)) hereof); and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)) shall consolidate with the Companyconsolidate, or merge with 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 other Person or Persons (other than the Company or one or more any of its wholly owned Subsidiaries in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(n) hereof), then, concurrent with and in each such case, case proper provision shall be made so that (Ai) 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 Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this 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 Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of call or first refusal refusal, or other adverse claims, claims as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the then number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall 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 per share of the Common Shares Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 thereafter 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 shares of its Common Stock in accordance with Section 9) in connection with such consummation 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of a any Section 13 Event;.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In If after the event that, following a Triggering EventShares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iiy) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free and clear of any all liens, encumbrances, rights of call or first refusal refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (or, if such Right is not then exercisable for a number of one one-hundredths of a Preferred Share, the number of such fractional shares for which it was exercisable immediately prior to an amount equal to fifty percent event described under Section 11(a)(ii) hereof) and dividing that product by (B) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, or otherwise, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal PartyParty and (iv) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to such Principal Party following its Common Shares thereafter deliverable upon the first occurrence exercise of a Section 13 Event;the Rights.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. Power ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case (Aexcept as may be contemplated by Section 13(d) hereof), 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this 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 Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths (1/100ths) of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 (1/100ths) 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 Event, shall 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)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) Principal Party shall mean: (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the Common Stock of such Person -------- ------- is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, Principal Party shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, Principal Party shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value. (c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party will: (i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date; and (ii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons who acquired shares of Common Stock pursuant to a Qualifying Offer (or a wholly owned subsidiary of any such Person or Persons), (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock whose shares were purchased pursuant to such Qualifying Offer and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such Qualifying Offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, -------- however, that the -------- ------- Exercise Price and the number of Common Shares of such ------- Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following the first occurrence of a Triggering Section ----- 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in ---------------- each such case, , proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock 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 Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase Price (as theretofore adjusted in -------- ------- Exercise Price accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common 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 Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) ----- a. Flip-over Event. In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, or enter into a statutory stock exchange or similar transaction with, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof11(o)(Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Restriction Against Diminishing Benefits of the Rights); ), and the Company shall not be the continuing or surviving corporation of such consolidation, merger or statutory share exchange or similar transaction, (iiy) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with the Companywith, or merge with and or into, or enter into a statutory stock exchange or similar transaction with, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, merger or merger statutory share exchange or similar transaction and, in connection with such mergerconsolidation, merger or statutory share exchange or similar transaction, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related 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 whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m) hereof11(o)), then, concurrent with and in each such case, case (Aexcept as may be contemplated by Section 13(d) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Exceptions)), (i) proper provision shall be made so that: each holder of a Right (Right, except as provided in Section 7(e) hereof(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined)Party, free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by an amount equal the number of shares of Common Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip- over Event, multiplying the number of such shares 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), and (B) dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Flip-over Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) shall apply only to such Principal Party following the first occurrence of a Flip-over 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 13 11(a)(ii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) hereof shall be of no effect following the first occurrence of any Flip-over Event;.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following the Shares Acquisition Date or, if a Triggering EventTransaction is proposed, the Distribution Date, directly or indirectly: indirectly (ix) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolida- tion all holders of Common Stock are not treated alike, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iiy) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such mergerthe case of either transaction described in (x) or (y), a merger or consolidation which would result in all or part of the Common Shares shall be changed into or exchanged for stock or other voting power represented by the securities of any other person the Company outstanding immediately prior thereto continuing to represent (either by remaining out- standing or by being converted into securities of the Companysurviving 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 such securities not having changed as a result of such merger or consolidation); or , or (iiiz) 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 one or 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 Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons Person, (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with the aggregate does not violate Section 11(m13(d) hereof), ) then, concurrent with and in each such case, , proper provision shall be made so that (Ai) each holder of a Right (except as provided in Right, subject to Section 7(e11(a)(ii) hereof) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of any liens, encumbrances, rights of call or first refusal refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to fifty percent Section 11(a)(ii) hereof) and dividing that product by (B) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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; and (iv) such Principal Party following shall take such steps (including, but not limited to, the first occurrence reservation of a sufficient number of shares of its Common Shares in accordance with Section 13 Event;9 hereof) in connection with such consummation 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.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Eventthe Shares Acquisition Date, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which or that complies with Section 11(m11(o) hereofof this Agreement); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) of this Agreement) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m11(o) hereofof this Agreement), then, concurrent with and in each such case,, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number 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) and (2) dividing such that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Total Exercise Price Price" for each Right and for all purposes of this Agreement) by an amount equal 50% of the current per share market price (determined pursuant to fifty percent (50%Section 11(d) of the Current Per Share Market Price this Agreement) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of ------------------ Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Event, directly or indirectly: (i) 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 the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person (or of the Company); or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) % of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of -------- ------- Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following the first occurrence of a Triggering Section ----- 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) 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 one or 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 or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with such event being a "Section 11(m) hereof13 Event"), then, concurrent with and in ---------------- each such case, , proper provision shall be made so that: (Ai) each holder of a Right 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 a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of Units of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase -------- ------- Exercise Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal PartyParty in all respects; (iv) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of shares of its Common 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 of Section 11 hereof this Agreement shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common 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 Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of a any Section 13 Event;.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-owned Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (iiy) any Person shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property or the shares of Common Stock held by stockholders 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 (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)subsidiaries, then, concurrent with and in each such case, , proper provision shall be made so that (Ai) 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 a price equal the then current Purchase Price (without giving effect to any adjustment to the Total Exercise Purchase Price applicable immediately prior pursuant to the occurrence of the Section 13 Event 11(b)) in accordance with the terms of this 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 (as hereinafter defined), free not subject to any rights of any call or first refusal, liens, encumbrances, rights of first refusal encumbrances or all other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price (without giving effect to any adjustment to the Purchase Price pursuant to Section 11(b)) by the then number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of any event described in Section 13(a)(x), (y) or (z) hereof (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of any event referred to in Section 13(a)(x), (y) or (z) hereof, 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 such Total Exercise Price that product (which, following the first occurrence of any event referred to in Section 13(a)(x), (y) or (z), shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by an amount equal to fifty percent (2) 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 and (iv) such Principal Party shall take such steps (including, but not limited to, the first occurrence authorization and reservation of a sufficient number of shares of its Common Stock to permit exercise of all outstanding Rights in accordance with this Section 13 Event;13(a)) in connection with such consummation 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 Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- --------------------------------------------------------------- Power. ----- (a) In the event (a "Section 16(a) Event") that, following a Triggering Eventafter the 25% Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-owned Subsidiary any employee benefit plan of the Company in a transaction Company, or any Person holding Common Shares for or pursuant to the principal purpose terms of which is to change the state of incorporation of any such employee benefit plan), and the Company and which complies with Section 11(m) hereof); shall not be the continuing or surviving corporation in such consolidation or merger, (iiy) any Person (other than any employee benefit plan of the Company, or any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan) shall consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (x) and together(y) complies with above shall be collectively referred to in this Section 11(m) hereof16 as the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) each holder of a Right (except as provided in Section 7(e8(d) hereof) , each holder of a Secondary Right shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Secondary Right Exercise Price, such number of validly authorized and issued, fully paid, paid and nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, Surviving Person as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then current Secondary Right Exercise Price multiplied by an amount equal the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Secondary Right immediately prior to fifty percent the first Section 14(a)(ii) Event (or, if a Section 14(a)(ii) Event has occurred prior to the first Section 16(a) Event, the product of the number of such one-hundredths of a Preferred Share purchasable upon the exercise of a Secondary Right (or which would have been so purchasable if the Secondary Right Distribution Date had occurred) immediately prior to the first Section 14(a)(ii) Event, multiplied by the Secondary Right Exercise Price in effect immediately prior to such Section 14(a)(ii) Event), and the denominator of which is 50%) % of the Current Per Share Market Price per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 14(a)(ii) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of and the Company pursuant to this Agreement; (Ciii) the term term, "Company," shall thereafter be deemed to refer to the Surviving Person; and (iv) the Surviving Person shall take such Principal Partysteps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 11 hereof applicable to the reservation of Common Shares) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of Secondary Rights. (b) Notwithstanding the foregoing, if the Section 16(a) Event is the sale or transfer of 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 a fraction of each of the Secondary Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Principal Party following Person, and the obligations of the Company as to the remaining fraction of each of the Secondary Rights shall continue to be the obligations of the Company. (c) The Company shall not consummate a Section 16(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 16(a) Event, assume this Agreement in accordance with Section 16 hereof, and 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 Secondary Rights have been waived and that such Section 16 (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 16(a) Event, such Surviving Person shall: (i) prepare and file a registration statement under the Securities Act with respect to the Secondary Rights and the securities purchasable upon exercise of the Secondary 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 earlier of the Secondary Right Redemption Date or the Secondary Right Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Secondary Rights and the securities purchasable upon exercise of the Secondary Rights on a national securities exchange, or use its best efforts cause the Secondary Rights and such securities to meet the eligibility requirements for quotation on the NASDAQ; and (iii) deliver to holders of the Secondary Rights historical financial statements for such Surviving Person which 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 13 14(a)(ii) Event some or all of the Secondary Rights shall not have been exercised pursuant to Section 14 hereof prior to the date of a Section 16(a) Event;, such Secondary Rights shall thereafter be exercisable only in the manner described in Section 16(a) hereof (without taking into account any prior adjustment required by Section 14(a)). In the event that a Section 14(a)(ii) Event occurs on or after the date of a Section 16(a) Event, Secondary Rights shall thereafter be exercisable only in the manner described in Section 16(a) hereof (without taking into account any prior adjustment required by Section 14(a)). In the event that a Section 14(a)(ii) Event occurs on or after the date of a Section 16(a) Event, Secondary Rights shall not be exercisable pursuant to Section 14 hereof but shall instead be exercisable pursuant to, and only pursuant to, this Section 16. (e) The provisions of this Section 16 shall apply to each successive merger, consolidation, sale or other transfer constituting a Section 16(a)

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case and except as contemplated in Section 13(d) hereof, proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares tradable shares of common stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise one one-hundredths of a share of Preferred Stock for which a Right shall be subject was exercisable immediately prior to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;a

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------ Earning -------------------------------------------------------------- Power. ------------------ (a) In the event that, following a Triggering Eventevent, directly or indirectly: , at any time after the Flip-In Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or of the Company); or ) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereofthe Company), thenthen upon the first occurrence of such event, concurrent with and in each such case, proper provision shall be made so that: (A) each holder of a Right (except as provided in other than Rights which 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 Total Exercise Purchase Price applicable immediately prior to the occurrence of the (as theretofore adjusted in accordance with Section 13 Event 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by an amount equal to fifty percent (50%) % of the Current Per Share Market Price current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, howeversale or transfer; PROVIDED, HOWEVER, that the -------- ------- Exercise Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Shares 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(e11(f) hereof; hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (C) the term "Company" shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common 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 following the first occurrence 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 Event;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

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------- Earning -------------------------------------------------------------- Power. ------------------- (a) In the event (a "Section 13(a) Event") that, following a Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the Persons described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereof13 as the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the 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 Surviving Person (as hereinafter defined)and if such Surviving Person has more than one class or series of Common Shares, free such number of any liensvalidly authorized and issued, encumbrances, rights fully paid and nonassessable Common Shares of first refusal each series or other adverse claims, class) as shall be equal to a fraction, the result obtained by dividing such Total numerator of which is the product of the then current Exercise Price multiplied by an amount equal the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, 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 not have occurred prior to the date of such 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 the 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term term, "Company," shall thereafter be deemed to refer to the Surviving Person; and (iv) the Surviving Person shall take such Principal Partysteps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to ensure that the provisions of Section 11 hereof shall apply only thereafter be applicable to its Common Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the foregoing, 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 Principal Party following Person, and the first obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (c) 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 (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 Rights and the Common Shares of 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) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof prior to the 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 Triggering Eventthe Distribution Date, directly or indirectly, any transactions specified in the following clause (i), (ii) or (iii) of this Section 13(a) shall be consummated: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-owned Subsidiary subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of one or more transactions that comply with Section 11(e)(ii) hereof) and the Company and which complies with Section 11(m) hereof)shall not be the continuing or surviving corporation of any such consolidation or merger; (ii) any Person (other than a Subsidiary of the Company in one or more transactions that comply with Section 11(e)(ii) hereof) shall consolidate with the Company, or merge with 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 shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of any other person Person (or the Company)) or cash or any other property; or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, each of which individually (and together) complies transactions that comply with Section 11(m11(e)(ii) hereof), then, concurrent with and in each such case, (A) 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the Current Per Share Market Price of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event, ; provided, however, that the this clause (iii) of Section 13(a) hereof shall -------- ------- Exercise Price and not apply to the number pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of Common Shares Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate the Company in accordance with Section 11(e) hereofeach such holder's interest in such assets prior to the distribution; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) 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;

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. -----. (a) In the event that, following a Triggering Event, directly or indirectly: (i) at any time after a Person has become an Acquiring Person, the Company shall consolidate consolidates with, or merge merges with and or into, any other Person (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be is not the continuing or surviving corporation of such consolidation or merger; or (ii) at any time after a Person has become an Acquiring Person, any Person consolidates with the Company, or merges with or into the Company, and the Company is the continuing or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the Common Shares shall be is changed into or exchanged for stock or other securities of any other person (Person or the Company)cash or any other property; or (iii) at any time after a Person has become an Acquiring Person, the Company shall sell Company, directly or indirectly, sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one or 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), Subsidiaries; then, concurrent with and in each such case, , proper provision will be made so that from and after the latest of the Share Acquisition Date, the Distribution Date and the date of the occurrence of such Flip-over Event (A) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have has the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement at an exercise price per Right equal to the product of the then-current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of duly authorized, validly authorized and issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as hereinafter defined)Issuer, free and clear of any liens, encumbrances, encumbrances and other adverse claims and not subject to any rights of call or first refusal or other adverse claimsrefusal, as shall be equal to equals the result obtained by dividing such Total Exercise (x) multiplying the then-current Purchase Price by an amount equal the number of one one-hundredths of a Preferred Share for which a Right is exercisable immediately prior to fifty percent the Share Acquisition Date and dividing that product by (y) 50%) % of the Current Per Share Market Price current per share market price of the Common Shares of such Principal Party the Issuer (determined pursuant to Section 11(d)), on the date of consummation the occurrence of such Section 13 Flip-over Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (B) such Principal Party shall the Issuer will thereafter be liable for, and shall will assume, by virtue of the occurrence of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; ; (C) the term "Company" shall will thereafter be deemed to refer to the Issuer; and (D) the Issuer will take such Principal Party, it being specifically intended steps (including without limitation the reservation of a sufficient number of its Common Shares to permit the exercise of all outstanding Rights) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may be possible, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 11 hereof shall apply only 13, "Issuer" means (i) in the case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) transferred pursuant to such Principal Party following transaction or transactions; provided, however, that, in any such case, (A) if (1) no class of equity security of such Person is, at the first occurrence time of such merger, consolidation or transaction and has been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a class of equity security of which is and has been so registered, the term "Issuer" means such other Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term "Issuer" means whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the Flip-over Events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Issuer will be deemed to be references to the Common Shares of the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (y) if there is no such corporation or other legal entity having outstanding equity securities, (I) proper provision will be made so that the Issuer creates or otherwise makes available for purposes of the exercise of the Rights in accordance with the terms of this Agreement, a kind or kinds of security or securities having a fair market value at least equal to the economic value of the Common Shares which each holder of a Section 13 Event;Right would have been entitled to receive if the Issuer had been a corporation or other legal entity having outstanding equity securities; and (II) all other provisions of this Agreement will apply to the issuer of such securities as if such securities were Common Shares.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- -------------------------------------------------------------------------------- Power. ----- (a) ------ In the event that, following a Triggering Eventevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ia) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); (iib) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other person Person (or the Company); or ) or cash or any other property, or (iiiC) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or 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 or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Subsidiaries, then, concurrent with and in each such case, (A) , proper provision shall be made so that each holder of a Right (except as otherwise provided in Section 7(e) hereofherein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of 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 (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by dividing such Total Exercise (A) multiplying the then current Purchase Price by an amount equal to fifty percent the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50%) % of the Current Per Share Market Price then current per share market price of the Common Shares of such Principal Party other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, providedmerger, however, that sale or transfer; (ii) the -------- ------- Exercise Price and the number issuer of such Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Partyissuer; and (iv) such issuer shall take such steps (including, it being specifically intended but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions of Section 11 hereof shall apply only thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such Principal Party following consolidation, merger, sale or transfer unless prior thereto the first occurrence Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of a the kind referred to in this Section 13 Event;if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----------- (a) In the event that, following at any time after a Triggering EventPerson has become an Acquiring Person, directly or indirectly: (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shall not be subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one ten-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 ten-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 (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that that, subject to clause (v) below, 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 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 Triggering Eventat any time on or after the 15% Ownership Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly: (i) the Company shall , consolidate with, with or merge with and into, into any other Person (other than a wholly-owned Subsidiary of and the Company shall not be the continuing or surviving corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (ii2) any Person shall shall, directly or indirectly, consolidate with the Company, or merge with 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 merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any Person or cash or any other person property, or (or the Company); or (iii3) 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 one or more transactionstransactions (other than transactions in the ordinary course of business), 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 other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (such Persons, together with the surviving corporations described in one or more transactions, each of which individually clauses (1) and together(2) complies with above shall be collectively referred to in this Section 11(m) hereofas the "Surviving Person"), then, concurrent with and in each such case,, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, 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 Total Exercise Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this AgreementAgreement and payment of the then current Exercise Price, in lieu of the 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 Surviving Person (as hereinafter defined)and if such Surviving Person has more than one class or series of Common Shares, free such number of any liensvalidly authorized and issued, encumbrances, rights fully paid and nonassessable Common Shares of first refusal each series or other adverse claims, class) as shall be equal to a fraction, the result obtained by dividing numerator of which is: (A) if a Section 11(a)(ii) Event has not occurred prior to such Total Section 13(a) Event, the product of the then current Exercise Price multiplied by an amount equal the number of one-ten thousandths of a Preferred Share purchasable upon the exercise of one Right immediately prior to fifty percent the first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such 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 (or, 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 per Common Share of the Common Shares of such Principal Party Surviving Person on the date of consummation of such Section 13 13(a) Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) 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;Surviving Person; and

Consolidation, Merger or Sale. or Transfer of Assets Assets, Cash Flow --------------------------------------------------------------- or Earning -------------------------------------------------------------- Power. ---------------------- (a) In the event that, following a Triggering Event, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-owned Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (iix) any Person shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than a transaction described in Section 11(a)(ii)(B)(5) with a 15% Shareholder or any Affiliate or Associate of a 15% Shareholder which is approved prior to the consummation thereof by a majority of the members of the Board of Directors who are not such 15% Shareholder or representatives, nominees, Affiliates or Associates of such 15% Shareholder) and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed or converted into or exchanged for stock or other securities of any other person (Person or the CompanyCompany or cash or any other property, (y) a corporation shall acquire, pursuant to a plan of exchange (other than a tender offer for all of the outstanding shares of Common Stock which is not the subject of shareholder approval); or , all of the outstanding shares of Common Stock, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related 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 whole) to any other Person or Persons Persons, proper provision shall be made so that: (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof), then, concurrent with and in each such case, (Ai) each holder of a Right (except as provided including, in Section 7(e) hereofthe event that the Record Date shall not have occurred, each Person who is entitled to receive a Right on the Record Date) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to multiplied by the occurrence number of the Section 13 Event one- one hundredths of a share of Preferred Stock for which a Right is then exercisable in accordance accrdance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 (2) dividing that product by 50%) % of the Current Per Share Market Price current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following at any time after a Triggering EventPerson has become an Acquiring Person, directly or indirectly: , (ix) 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 that complies with Section 11(o) hereof), and the principal purpose Company shall not be the continuing or surviving corporation of which is to change the state of incorporation such consolidation or merger, (y) any Person (other than a Subsidiary of the Company and which in a transaction that complies with Section 11(m11(o) hereof); (ii) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which individually (and together) complies with Section 11(m11(o) hereof), then, concurrent with and in each such case, case and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: (Ai) 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 a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (l) multiplying the then current Purchase Price by an amount equal the number of one one-thousandth of a share of Preferred Stock for which a Right is exercisable immediately prior to fifty percent the occurrence of a Section 13 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- thousandth of a share for which a Right was exercisable immediately prior to the occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such occurrence), and dividing that product (which, following the occurrence of a Section 13 Event, shall 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 current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; ; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following a Triggering Eventthe Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly-owned Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company and which complies with Section 11(m) hereof); such consolidation or merger, (iiy) any Person shall consolidate with the Companywith, or merge with and into 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 any other person Person or cash or any other property, or (or the Company); or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more 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 other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with Section 11(m) hereof)Persons, then, concurrent with and in each such case, , proper provision shall be made so that: (Ai) each holder of a Right (Right, except as provided in herein, including Section 7(e7(d) hereof) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Total Exercise then current Purchase Price applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing such Total Exercise (1) multiplying the then current Purchase Price by an amount equal the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to fifty percent the first occurrence of a Section 13 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 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 product, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50%) % of the Current Per Share Market Price current market price per share of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 EventEvent (or the fair market value on such date of other securities or property of the Principal Party, provided, however, that the -------- ------- Exercise Price and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof; provided for herein); (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ; (Ciii) 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 Stock) 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 Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.