Common use of Exercise of Rights; Exercise Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 18, 2020 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close of business on the first day that the Board of Directors of the Company determines that this agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, (vi) immediately following the final adjournment of the first annual meeting of the shareholders of the Company following the date hereof if shareholder approval of this Agreement has not been received prior to such time (the earliest of (i), (ii), (iii), (iv), (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18October 7, 2020 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2016 annual meeting of stockholders, if Stockholder Approval has not been obtained at the Company’s 2016 annual meeting of stockholders (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including herein, including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on September 18June 30, 2020 (2025, or such later date as may be established by the “Final Expiration Date”)Board prior to the expiration of the Rights; (ii) the Close of Business on the first day after the final adjournment of the 2024 annual meeting of the stockholders of the Company if Stockholder Approval is not received prior to such time; (iii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”)hereof; (iiiiv) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”)hereof; (ivv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; and (vvi) the close Close of business Business on the first day that date set by the Board of Directors of following a determination by the Company determines Board that (x) this agreement Agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, Tax Benefits or (viy) immediately following the final adjournment of the first annual meeting of the shareholders of the Company following the date hereof if shareholder approval of this Agreement has not been received prior no Tax Benefits are available to such time be carried forward or are otherwise available (the earliest of (i), (ii), (iii), (iv), (v) and - (vi) being herein referred to as the “Expiration Date”). The Board shall regularly request an officer of the Company to review information that becomes publicly available that may result in the circumstances described in subclauses (x) or (y) of clause (vi) of the immediately preceding sentence and shall promptly set an Expiration Date if the Board determines that such circumstances have been met, which Expiration Date shall be (A) announced reasonably promptly following the date that the Board has made such determination and (B) shall be no later than the date of such announcement.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18July 1, 2020 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2017 annual meeting of stockholders, if Stockholder Approval has not been obtained on or prior to the Close of Business on the first day after the Company’s 2017 annual meeting of stockholders (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a23(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-ten-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September December 18, 2020 2022 or such later date as may be established by the Board of Directors of the Company prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing Close of Business on the first day after the Company’s 2020 annual meeting of stockholders (including any merger adjournments or other acquisition transaction involving postponements thereof), if Stockholder Approval has not been obtained on or prior to the Company pursuant to an agreement Close of Business on the type described in Section 13(f) at which time first day after the Rights are terminatedCompany’s 2020 annual meeting of stockholders; (v) the close Close of business Business on the first day that effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, Tax Benefits; and (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval Board of this Agreement has not been received prior Directors of the Company determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), (ii), (iii), (iv), (v) and through (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for each the total number of one one-thousandth thousandths of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are then exercised, at or prior to the earliest of (i) the Close of Business on September 18, 2020 the third anniversary of the Record Date (the “Final Expiration Date”); , (ii) the time at which the Rights are redeemed pursuant to as provided in Section 23 hereof (the “Redemption Date”); ) or (iii) the time at which the such Rights are exchanged pursuant to as provided in Section 24 hereof (the “Exchange Date”); ) (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close of business on the first day that the Board of Directors of the Company determines that this agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, (vi) immediately following the final adjournment of the first Company's 2014 annual meeting of the shareholders of the Company following the date hereof stockholders if shareholder stockholder approval of this Agreement has not been received prior to such time, (v) the repeal of Section 382 of the Code or any successor statute if the Board determines that this Plan is no longer necessary for the preservation of Tax Benefits, (vi) the beginning of a taxable year of the Company with respect to which the Board determines that no Tax Benefits may be carried forward, or (vii) such time as the Board determines that a limitation on the use of the Tax Benefits under Section 382 of the Code would no longer be material to the Company (the earliest of (i), through (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”). The Board shall at least annually consider whether to make the determination provided by Section 7(a)(vii) hereof in light of all relevant factors, including, in particular, the amount and anticipated utilization of the Company’s Tax Benefits and the Company’s market capitalization. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes, prior to the Close of Business on September 19, that the Expiration Date has not occurred. Except as set forth in Section 7(e) hereof and notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Company is entitled to all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock of the Company.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18October 11, 2020 2024, unless this Agreement is renewed up to two additional twelve (12) month periods through October 11, 2026, as may be approved by the Board prior to the expiration of the Rights as long as each such twelve (12) month renewal period is submitted to the stockholders of the Company for their approval and is thereby approved, and, if not approved, with respect to any such twelve (12) month renewal period, then the last date for which this Agreement is in effect (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (vthe “Early Expiration Date”); (vi) the close Close of business Business on the first day that effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) - (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a23(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth millionth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18August 7, 2020 2022 or such later date as may be established by the Board of Directors of the Company prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing Close of Business on the first day after the Company’s 2020 annual meeting of stockholders (including any merger adjournments or other acquisition transaction involving postponements thereof), if Stockholder Approval has not been obtained on or prior to the Company pursuant to an agreement Close of Business on the type described in Section 13(f) at which time first day after the Rights are terminatedCompany’s 2020 annual meeting of stockholders; (v) the close Close of business Business on the first day that effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, Tax Benefits; and (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval Board of this Agreement has not been received prior Directors of the Company determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), (ii), (iii), (iv), (v) and through (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September January 18, 2020 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) if Stockholder Approval has not been obtained on or prior to the close Close of business Business on January 18, 2017 (the “Early Expiration Date”); (vi) the Close of Business on the first day that effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18May 6, 2020 2022 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2019 annual meeting of stockholders, if Stockholder Approval has not been obtained on or prior to the Close of Business on the first day after the Company’s 2019 annual meeting of stockholders (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) — (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18January 27, 2020 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2017 annual meeting of stockholders, if Stockholder Approval has not been obtained at such meeting (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock Share (or Common StockShare, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18February 15, 2020 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the shareholders of the Company for ratification at the next annual meeting of shareholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) if Shareholder Approval has not been obtained on or prior to the close Close of business Business on February 15, 2017 (the “Early Expiration Date”); (vi) the Close of Business on the first day that effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 18November 26, 2020 2018 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the Close of Business on the first day after the Company’s 2018 annual meeting of stockholders, if Stockholder Approval has not been obtained on or prior to the Close of Business on the first day after the Company’s 2018 annual meeting of stockholders (the “Early Expiration Date”); or (v) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(g)(ii)(A)(4) and Section 13(f) at which time the Rights are terminated; (v) the close of business on the first day that the Board of Directors of the Company determines that this agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, (vi) immediately following the final adjournment of the first annual meeting of the shareholders of the Company following the date hereof if shareholder approval of this Agreement has not been received prior to such time (the earliest of (i), (ii), ) (iii), (iv), (v) and (viv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18March 16, 2020 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) 13 at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2017 annual meeting of stockholders, if Stockholder Approval has not been obtained at such meeting (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval Board determines that no Tax Benefits are available to be carried forward; and (viii) the Close of this Business on the first day after the Board of Directors determines by resolution in its business judgment that the Agreement has not been received prior to such time is no longer necessary or appropriate (the earliest of (i), ) – (ii), (iii), (iv), (v) and (viviii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18March 31, 2020 2021 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”)hereof; (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”)hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close of business on the first day that the Board of Directors of the Company determines that this agreement is no longer necessary or desirable for the preservation of the Company’s NOLs, (vi) immediately following the final adjournment of the first annual meeting of the shareholders of the Company following the date hereof if shareholder approval of this Agreement has not been received prior to such time terminated (the earliest of (i), (ii), (iii), ) – (iv), (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18June 15, 2020 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (v) the close Close of business Business on the first day that after the Company’s 2017 annual meeting of stockholders, if Stockholder Approval has not been obtained on or prior to the Close of Business on the first day after the Company’s 2017 annual meeting of stockholders (the “Early Expiration Date”); (vi) the Close of Business on the effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) – (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including including, without limitation, in the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or exercised prior to the earliest of (i) the Close of Business on September 18March 23, 2020 2023 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”); (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; (vthe “Early Expiration Date”); (vi) the close Close of business Business on the first day that effective date of the repeal of Section 382 of the Code if the Board of Directors of the Company determines that this agreement Agreement is no longer necessary or desirable for the preservation of Tax Benefits; and (vii) the Company’s NOLs, (vi) immediately following the final adjournment Close of Business on the first annual meeting day of the shareholders a taxable year of the Company following to which the date hereof if shareholder approval of this Agreement has not been received prior Board determines that no Tax Benefits are available to such time be carried forward (the earliest of (i), ) - (ii), (iii), (iv), (v) and (vivii) being herein referred to as the “Expiration Date”).