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

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such Rights are exercisable, at or prior to the earlier of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on which the Rights are redeemed as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation and at or prior to the Close of business on the earlier of the Rights Expiration Date or the Final Expiration Date upon surrender of the Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal an office of the Rights AgentAgent designated for such purpose, together with payment an amount in cash, in lawful money of the United States of America, by certified check or bank draft payable to the order of the Company, equal to the Purchase Price for each share of Common Stock (Share as to which such surrendered Rights are exercised, or, following a Triggering Eventif applicable, other securities, cash the exercise price per Right specified in Sections 11(a)(ii) or other assets11(d) hereof, as the case may be, together with an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof; provided, however, that after the later of the first occurrence of a Triggering Event and the Distribution Date, in lieu of the cash payment payable to the Company referred to in this sentence, the registered holder of a Right Certificate evidencing exercisable Rights (which shall not include Rights that have become void pursuant to Section 11(a)(ii) hereof) may, at the option of the Company, exercise the Rights evidenced thereby in whole or in part in accordance with this Section 7(a) upon surrender of the Right Certificate as described above, together with the election to exercise such Rights duly completed. With respect to any Rights as to which such Rights are exercisablean election to exercise without payment of cash is made, at the holder shall receive, upon exercise, a number of Common Shares or prior other securities, as the case may be, having a current per share market price (determined pursuant to Section 11(e) hereof as of the date of the first occurrence of any Triggering Event) equal to the earlier excess of (i) the later aggregate current per share market price of the Common Shares or other securities (Adetermined pursuant to Section 11(e) ___________, 2009 and (B) hereof as of the date two (2of the first occurrence of any Triggering Event) years after any Distribution Date occurring prior to ____________, 2009 (that would have been issuable upon payment of the later of such dates cash amount as described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and over (ii) the date on which the Rights are redeemed as provided in Section 24 hereof (the earlier amount of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior cash that would have been payable to the Distribution Date becomes a record holder of shares of Common Stock may Company upon exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with absent such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockelection.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office offices of the Rights AgentAgent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths (1/1,000) of a share of Common Preferred Stock (oror other shares, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier time that is the earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(ai)-(iv) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each share the total number of Common Stock Preferred Shares (or, following a Triggering Event, other securities, cash or other assetssecurities or property, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________business on December 18, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier "Redemption Date"), (iii) the time immediately prior to the effective time of such dates described the merger of Merger Sub with and into the Company in clauses accordance with Delaware law and pursuant to the Combination Agreement (the "Merger Date") (the earliest of (i) and ), (ii) above in this Section 7(aor (iii) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to ) or (iv) the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a time at which such Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, are exchanged as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share (or shares of Common Stock (or, following a Triggering EventStock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the Close of Business on December 19, 2014, or such later date as may be established by the Board of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Directors prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "Final Expiration DateFINAL EXPIRATION DATE") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof, (iii) the time at which the Rights are exchanged (the "EXCHANGE DATE") as provided in Section 24 hereof or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earlier of such dates described in clauses (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "Expiration DateEXPIRATION DATE"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on June 19, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2020 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof or (iv) the Close of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in Business on the day that the Board of Directors determines that this Agreement as is no longer necessary or desirable for the "Expiration Date"). Notwithstanding any preservation of the Company’s good standing in its licenses, contracts, franchises and other provision of this Agreement, any Person who prior regulatory approvals related to the Distribution Date becomes a record holder operation of shares of Common Stock may exercise all gaming and related businesses of the rights Company or any of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockits Affiliates.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The At any time which is both after the Distribution Date and prior to the earliest of (i) the Close of Business on December 27, 2024, (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clause (D) of the proviso to subclause (iv) of the definition of Beneficial Ownership in Section 1(c) hereof, at which time the Rights are terminated, (iv) the Business Day immediately following the Company’s 2022 annual meeting of shareholders (including any adjournment thereof) if this Agreement shall not have been approved, on or before such date, by the affirmative vote of the holders of a majority of the voting power present, in person or by proxy, and entitled to vote at a meeting of the Company’s shareholders duly held in accordance with the Declaration of Trust, the Company’s bylaws and Maryland law, and (v) the time at which the Rights are exchanged as provided in Section 24 hereof (the earliest of (i), (ii), (iii), (iv) and (v) being the “Expiration Date”), the registered holder of any Rights Certificate may may, subject to the other provisions hereof, exercise the Rights evidenced thereby (except as otherwise provided in this Agreementthereby, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date part, upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the number of Common Stock Units of a Preferred Share (or, following a Triggering Event, other securities, cash or other securities or assets, as the case may be) as to for which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on which the Rights are redeemed as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the Close of Business on March 28, 2024, or such later date as may be established by the Board as long as the extension is submitted to the stockholders of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 Company for ratification at the next annual meeting of stockholders succeeding such extension (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each share the total number of Common Stock shares (or, following a Triggering Event, other securities, cash or other assetssecurities or property, as the case may be) as to which such surrendered Rights are exercisable, at or prior to the earlier of (i) the later close of business on March 25, 2006 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), or (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) and or (ii) above in this Section 7(a) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision (b) The Purchase Price for each share of this Agreement, any Person who prior Common Stock pursuant to the Distribution Date becomes exercise of a record holder Right shall initially be $175, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13 hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price for the shares (or other shares, securities or property, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent for the Common Stock) certificates for the total number of shares of Common Stock may to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests subject to applicable law, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise all of the rights Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of a registered holder shares of a Rights Certificate Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with respect the depositary agent) and the Company will direct the depositary agent to the Rights associated comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares of Common Stock in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts for shares of Common Stock, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this AgreementAgreement to the contrary, including from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) hereofand Section 4(b) hereof are complied with but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the date Rights Certificate surrendered for such Person becomes a record holder exercise and (ii) provided such additional evidence of shares the identity of Common Stock, regardless of whether the legends provided for in Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on November 25, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2018 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (v) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered Subject to Section 7(e), Section 7(f) and Section 14 hereof, the record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii), Section 11(a)(iii), Section 23(a) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later Close of (A) ___________business on December 14, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2018 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of such dates described in clauses a transaction contemplated by Section 13(d) hereof (the earliest of (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e), at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e)Xxxxxxx 0, Section 11(a)(iiXxxxxxx 00(x)(xxx) and Section 24(a)23) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal stock transfer office of the Rights Agent, together with payment of the Purchase Price for each one one-thousandth (1/1000th) of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier of (i) the Close of Business on September 26, 2010 or such later date as may be established by the Board of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Directors prior to ____________, 2009 the expiration of the Rights (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) date being hereinafter referred to in this Agreement as the "Final Expiration Date") and or (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding If at any other provision of this Agreement, any Person who time after the Rights become exercisable hereunder but prior to the Distribution Expiration Date becomes a record holder the Company is prohibited by its Restated Articles of shares Incorporation from issuing Preferred Stock upon the exercise of Common Stock may exercise all of the rights outstanding Rights, the Company may issue upon the exercise of a registered holder the Rights shares of a Rights Certificate with respect stock or other securities of the Company of equivalent value to the Rights associated with such shares of Common Preferred Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof("Equivalent Stock"), as determined by the Board of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockDirectors.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Sections 7(e) and 7(f) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other securities, cash securities or other assets, property as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________, 2009 and (B) Business on the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal stockholder services office of the Rights AgentAgent or such office designated for such purpose, together with payment of the applicable Purchase Price for each one one-thousandth of a share of Common Stock (orSeries 4 Preferred Stock, following a Triggering Event, other securities, cash or other assets, as in the case may be) of a WorldCom Right, and one one-thousandth of a share of Series 5 Preferred Stock, in the case of a MCI Right, as to which such the Rights are exercisableexercised, at or prior to the earlier close of business on the Expiration Date. The "Expiration Date", as used in this Agreement, shall be the earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and Date (as defined below), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the hereof. The "Final Expiration Date"). Notwithstanding any other provision of ," as used in this Agreement, any Person who prior to the Distribution shall be September 6, 2001. The Final Expiration Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on shall not be extended beyond September 6, 2001, unless such extension has been approved by the certificate evidencing affirmative vote of the holders of a majority of the votes entitled to be cast with respect thereto by all voting groups entitled to vote thereon, voting as a single class, at a meeting at which a quorum of such Common Stockshareholders is represented.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation limitation, the restrictions on exercisability set forth in Section 7(eSections 9(c), Section 11(a)(ii11(a) (iii), 23(a) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the aggregate Purchase Price for each the total number of one one-halves of a share of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on July 31, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2018 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which all exercisable Rights are exchanged as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest date being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on April 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2022 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 Business on [one year] (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Prior to the earlier of (i) the Close of Business on November 19, 2016 if shareholder ratification of this Agreement has not been received on or prior to such time, (ii) the Close of Business on November 19, 2018 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof, (iv) the time at which the Rights are exchanged as provided in Section 24 hereof, (v) the time at which the Board of Directors determines that the NOLs are fully utilized or no longer available under Section 382, and (vi) the effective date of the repeal of Section 382 if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits (the earlier of (i), (ii), (iii), (iv), (v) and (vi) being the “Expiration Date”), the registered holder of any Rights Certificate may may, subject to the provisions of Sections 7(e), 9(c), and 9(f) hereof, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price (as hereinafter defined) for each share the number of Common Units of Series A Junior Participating Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to for which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on which the Rights are redeemed as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other number of shares or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised at any time after the Distribution Date, provided that such exercise also occurs at or prior to the earlier earliest of (i) the later close of (A) ___________, 2009 and (B) business on the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof, or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier earliest time of such dates described in clauses (i) and ), (ii) above in this Section 7(a), (iii), or (iv) being referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Common Stock one one-hundredths of a Preferred Share (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisablethen exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, bank draft or money order payable to the order of the Company, at or prior to the earlier of (i) the Close of Business on the tenth anniversary of the Amendment Date (or such later of (A) ___________, 2009 and (B) date as may be established by the date two (2) years after any Distribution Date occurring Board prior to ____________, 2009 the expiration of the Rights) (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration “Plan Termination Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earlier “Exchange Date”) (the earliest of such dates described in clauses (i) and ), (ii) above in this Section 7(aor (iii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on August 13, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the Close of Business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (v) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later of (A) ___________5:00 P.M., 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________Chicago, Illinois time, on October 31, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as date, the "Final Expiration Date") and ), (ii) the date on time at which all of the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof, respectively, or (iii) the time at which the Rights expire pursuant to Section 13(d) hereof (the earlier earliest of such dates described in clauses (i), (ii) and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "Expiration Date"). (b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $330.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) per one one-hundredth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any other Rights beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this AgreementAgreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person who prior as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of contrary, neither the rights of Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Rights Certificate with respect upon the occurrence of any purported assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Rights associated with Certificate surrendered for such shares of Common Stock in accordance with assignment or exercise, and subject to the provisions of this Agreement, including the provisions of Section 7(e(ii) hereof, as provided such additional evidence of the date such Person becomes a record holder identity of shares of Common Stock, regardless of whether the legends provided for in Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) As provided herein, each Right shall be exercisable to purchase one-half of one Common Share, subject to further adjustment. The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of (A) ___________business on June 5, 2009 and (B) the date two (2) years after any Distribution Date occurring prior 2018, subject to ____________, 2009 extension (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) “Redemption Date”), and (iiiii) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred 24 hereof; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a Common Share greater than one-half of a Common Share, then the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in this Agreement as such event the "Expiration Date"Company shall sell to such holder). Notwithstanding any other provision of this Agreement, any Person who prior at a price in proportion to the Distribution Date becomes Purchase Price, an additional fraction of a record holder of shares Common Share which, when added to the number of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect Shares to the Rights associated with be received upon such shares exercise, will equal an integral number of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockShares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Rights shall not be exercisable until, and shall become exercisable on, the Distribution Date. Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii9(c) and Section 24(a)11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Units of Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later close of (A) ___________business on November 9, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________2019, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, (v) the close of business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (unless the reason for such determination that no Tax Benefits may be carried forward is that an Acquiring Person beneficially owns Common Stock that equals or exceeds four and nine-tenths percent (4.9%) of the Common Stock then outstanding), or (vi) the close of business on the first Business Day following the date on which the Inspectors of Election for the Company’s 2017 Annual Meeting of Stockholders certify that the vote on this Agreement at such meeting (with the required vote for such approval to be described in the Company’s proxy statement relating to such Annual Meeting) reflects that stockholder approval of the Agreement has not been received (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) and (vi) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one- hundredths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later of (A) ___________5:00 P.M., 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________Atlanta, Georgia time, on February 16, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as date, the "Final Expiration Date") and ), (ii) the date on time at which all of the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof, respectively, or (iii) the time at which all of the rights expire pursuant to Section 13(d) hereof (the earlier earliest of such dates described in clauses (i), (ii) and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "Expiration Date"). (b) The Purchase Price for each one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $25.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) per one-hundredth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one-hundredths of a share of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any other Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this AgreementAgreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person who prior as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of contrary, neither the rights of Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Rights Certificate with respect upon the occurrence of any purported assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights associated with Certificate surrendered for such shares of Common Stock in accordance with exercise, and subject to the provisions of this Agreement, including the provisions of Section 7(e(ii) hereof, as provided such additional evidence of the date such Person becomes a record holder identity of shares of Common Stock, regardless of whether the legends provided for in Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a share of Common Preferred Stock (or, following a Triggering Event, or such other number of shares or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of business on August 12, 2007 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one-hundredth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid by such holder under Section 9(e) hereof, at or prior to any time which is both after the earlier of Distribution Date and before the time (the “Expiration Date”) that is the earliest of: (i) the later Close of (A) ___________Business on May 26, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________2014, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the end of the calendar month in which occurs the final adjournment of the Company’s 2011 annual meeting of stockholders, if stockholder approval of this Plan has not been received at such dates described in clauses meeting, (iv) and the repeal of Section 382 or any successor statute if the Board determines that this Plan is no longer necessary for the preservation of Tax Benefits, (iivi) above in this Section 7(athe beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward, or (vii) being referred to in this Agreement such time as the "Board determines that a limitation on the use of the Tax Benefits under Section 382 would no longer be material to the Company. The Board shall at least annually consider whether to make the determination provided by Section 7(a)(vii) 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"). Notwithstanding any other provision of this AgreementDate and, any Person who if such notification is given orally, the Company shall confirm same in writing on or prior to the Distribution Date becomes a record holder of shares of Common Stock Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may exercise presume conclusively for all of the rights of a registered holder of a Rights Certificate with respect purposes, prior to the Rights associated with such shares Close of Common Stock in accordance with and subject to Business on May 26, 2014, that the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockExpiration Date has not occurred.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation the restrictions on exercisability set forth in including Section 7(e), Section 11(a)(ii9(c), Section 11(a) and Section 24(a23)) , in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each share of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Share as to which such the Rights are exercisableexercised, at or prior to but not including the earlier earliest of (i) the later of Final Expiration Date, (A) ___________, 2009 and (Bii) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 on which all of the Rights are redeemed as provided in Section 23 hereof (the later of such dates described in clauses “Redemption Date”), (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (iiiii) the date on which the Rights are redeemed exchanged as provided in Section 24 hereof, or (iv) the consummation of a transaction contemplated by Section 13(e) hereof (the earlier earliest of such dates described in clauses (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each share one one-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the earlier earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring time immediately prior to ____________, 2009 the Effective Time (as defined in the Merger Agreement) (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as “Effective Time”), but only if the "Final Expiration Date") and Effective Time shall occur, (ii) the date Close of Business on August 30, 2019 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) “Redemption Date”), and (iiiv) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred 24 hereof. The Company shall provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in this Agreement as any way effect the "Expiration Date")time at which the Rights cease to be exercisable pursuant to the foregoing sentence. Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 23(b) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share with respect to the total number of shares of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earlier of (i) 5:00 p.m., Eastern time, on July 29, 2021, or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Section 11(a)(iii) of this Agreement, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share one one-hundredth of Common Stock a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other assetsproperty, as the case may be) as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9 hereof by certified check, cashier's check, bank draft or money order payable to the order the Company at or prior to the earlier earliest of the Close of Business on (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________November 30, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 of this Agreement (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Redemption Date"). Notwithstanding any other provision , or (iii) the time at which such Rights are exchanged as provided in Section 24 of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Sections 7(e) and 7(f) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent set forth in Section 26 hereof, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other securities, cash securities or other assets, property as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of Business on September 20, 2011 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths (1/100) of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the Close of Business on November 23, 2018 or such later date as may be established by the Board of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Directors prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later Board of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Directors, the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof hereof, or (iii) the Close of Business on the first anniversary of the date hereof, unless prior to such time adoption of this Agreement has been ratified by the Company’s stockholders in accordance with the approval requirements for stockholder action as set forth in the Company’s By-laws (the earlier earliest of such dates described in clauses (i), (ii) and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part (except that no fraction of a Right may be exercised), at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share one one-hundredth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on June 24, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2015 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earlier “Exchange Date”) or (iv) the Close of such dates described in clauses (i) Business on June 24, 2008 if, and (ii) above in this Section 7(a) being referred to in only if, this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who has not been approved on or prior to such date by the Distribution Date becomes a record holder of shares of Common Stock may exercise all holders of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as Shares of the date such Person becomes a record holder of shares of Common Stock, regardless of whether Corporation (the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock“Early Termination Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided in this Agreementherein, including, without limitation exercise the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) Rights represented thereby in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Common Junior Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at any time which is both after the Distribution Date and at or prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later close of (A) ___________, 2009 and (B) business on the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the termination of this Rights Agreement, this Rights Agreement shall terminate upon the earlier of the Expiration Date and such dates described in clauses time as all outstanding Rights have been exercised, redeemed or exchanged hereunder (i) other than Rights which have become null and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject void pursuant to the provisions of this Agreement, including the provisions of Section 7(e11(a)(ii) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share with respect to the total number of shares of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on February 2, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2015 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the time at which the Board of such dates described Directors receives, at the Board’s request, a report from the Company’s advisors that the NOLs are utilized in clauses (i) and (ii) above all material respects or no longer available in this any material respect under Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all 382 of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Code or any applicable state law or that an ownership change under Section 7(e) hereof, as 382 of the date such Person becomes a record holder Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of shares of Common Stockthe NOLs that could be used by the Company in any particular time period, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockapplicable tax purposes.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other number of shares or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of business on February 28, 2007 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on July 23, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2023 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share one one-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on August 27, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2015 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) if Stockholder Approval has not been obtained on or prior to August 26, 2013, the Close of such dates described in clauses Business on August 26, 2013 (ithe “Early Expiration Date”) and (iiiv) above in this Section 7(athe time, which shall not be earlier than the 100th day after the commencement of the Qualifying Offer, at which a Person, together with such Person’s Affiliates and Associates, accepts for purchase or exchange at the same per-share consideration more than 50% of the Common Shares of the Company then outstanding on a fully diluted basis) being referred to in this Agreement (the “Qualifying Offer Expiration Date”). From such time as the "Expiration Date"). Notwithstanding any other provision of this AgreementRights are no longer exercisable hereunder, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this AgreementAgent shall have no further duties, including the provisions of Section 7(e) hereof, obligations or liabilities hereunder except as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockexpressly stated herein.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on April 5, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2023 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e1(d)(iii)(A)(z) hereof, at which time the Rights are terminated, (iv) the time at which such Rights are exchanged as provided in Section 24 hereof, (v) the Close of Business on the day following the certification of the date voting results of the Company’s 2021 annual meeting of stockholders, or any adjournment thereof, if at or before such Person becomes annual meeting or adjournment thereof, a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of proposal to approve this Agreement are reflected has not been approved by stockholders, (vi) the Close of Business on the certificate evidencing such Common Stockeffective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits or (vii) the Close of Business on the first day of a taxable year of the Company during which the Board of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except Except as otherwise provided in this Agreementherein, includingthe Rights shall become exercisable at the close of business on the Distribution Date, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) may be exercised in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights CertificateRight Certificates, with the appropriate form of election to purchase on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share Price, subject to adjustment as hereinafter provided, with respect to the number of shares of Common Stock (or, following a Triggering Event, other securities, cash or other assets, except as the case may beotherwise provided herein) as to which such surrendered Rights are exercisablethen being exercised, at or prior to the close of business on the date (the “Expiration Date”) which is the earlier of (i) the later of (A) ___________January 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2022 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), or (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof (23 hereof. Except for those provisions herein which expressly survive the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder. 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 Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to Business Day next following. Until such notice is received by the Rights associated with such shares of Common Stock in accordance with and subject to Agent, the provisions of this AgreementRights Agent may presume conclusively for all purposes, including that the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockExpiration Date has not occurred.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on June 20, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2016 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (iSections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are terminated, (iiiv) above the time at which such Rights are exchanged as provided in this Section 7(a24 hereof, (v) being referred to in the effective date of repeal of Section 382 of the Code, or any successor provisions or replacement provisions, if the Board determines that this Agreement as is no longer necessary for the "Expiration Date"). Notwithstanding any other provision preservation of this AgreementTax Benefits, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(eor (vi) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether on which the legends provided for in Section 3(c) of this Agreement are reflected on Board determines that no Tax Benefits may be carried forward or that the certificate evidencing such Common StockCompany no longer has any Tax Benefits.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered Subject to Section 7(e), Section 7(f) and Section 14 hereof, the record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii), Section 11(a)(iii), Section 23(a) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later Close of business on December 9, 2012 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier "Redemption Date"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of such dates described in clauses a transaction contemplated by Section 13(d) hereof (the earliest of (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths of a share of Common Preferred Stock (or, or following the occurrence of a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) the later close of (A) ___________, 2009 and (B) business on the first anniversary of the date two (2) years after any Distribution Date occurring prior to ____________, 2009 of this Agreement (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23, and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised, redeemed or exchanged hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 23(b) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on June 10, 2019, or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on May 22, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability as set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation the surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisablethen exercisable and an amount equal to any tax or charge required to be paid under Section 9(e) below, at or prior to the earlier earliest of (i) the later Close of Business on July 24, 2020 (A) ___________, 2009 if and (B) the date two (2) years after any Distribution Date occurring only if Stockholder Approval has been obtained on or prior to ____________, 2009 the final adjournment of the annual meeting of the stockholders of the Company scheduled to be held in 2018) (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date of the final adjournment of the annual meeting of the stockholders of the Company scheduled to be held in 2018 (if and only if Stockholder Approval has not been obtained on or prior to such 8. date), (iii) the time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iv) the time at which all of the Rights (other than the Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (v) the time at which the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (vi) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) and (vi) being herein referred to in this Agreement herein as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreementhave been exercised, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockredeemed or exchanged hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each share the total number of Common Stock Preferred Shares (or, following a Triggering Event, other securities, cash or other assetssecurities or property, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of business on January 26, 2006 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the "Redemption Date") (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "Expiration Date")) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Notwithstanding any other provision of this Agreement, any Person who prior anything herein to the Distribution Date becomes a record holder of shares of Common Stock may exercise all contrary, the Rights will become effective only upon the effective date of the rights of a registered holder of a Rights Certificate S-1 registration statement filed in connection with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as initial public offering of the date such Person becomes a record holder Company's Common Shares. The Rights shall lapse and be of shares of Common Stock, regardless of whether no further effect if there is not on file with the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.Securities and

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later close of (A) ___________business on December 31, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2023 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (v) the close of business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e), at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 23(a) and Section 24(a24(b)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on March 26, 2021 or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the Stock Acquisition Date (such date, 2009 (as it may be modified by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred Board prior to in this Agreement as the "Stock Acquisition Date, the “Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised, exchanged or redeemed hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock)).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each share one one-hundredth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on December 19, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2022 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final “Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the time at which the Rights expire in connection with the consummation of a Qualifying Offer as provided in Section 23(d) hereof. From such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement time as the "Expiration Date"). Notwithstanding any other provision of this AgreementRights are no longer exercisable hereunder, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this AgreementAgent shall have no further duties, including the provisions of Section 7(e) hereof, obligations or liabilities hereunder except as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockexpressly stated herein.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one ten-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on June 6, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2033 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof, and (iv) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses Section 13(f) at which time the Rights are terminated (the earliest of (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) or as otherwise provided in this Rights Agreement, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole at any time or in part at any from time to time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the principal office of the Rights Agent, Agent designated for such purposes together with payment of the Purchase Price for each share of Common Stock (ordefined below), following a Triggering Event, other securities, cash or other assetsportion thereof, as the case may beapplicable, with respect to each Unit or Units (and/or other securities or property in lieu thereof) as to which such the Rights are exercisableexercised, subject to adjustment as hereinafter provided, at or prior to the earlier Close of Business on the earliest of (i) the later earlier of (Ax) ___________the first anniversary of the date hereof or (y) the effective time of the merger of the Company into another corporation holding the Company’s owned real estate assets in which the surviving corporation’s charter contains usual and customary excess share provisions associated with real estate investment trusts as defined in Section 856 of the Code (this date, 2009 and the “Final Expiration Date”), (Bii) the date two on which all of the Rights are redeemed as provided in Section 23 (2) years after any Distribution Date occurring prior to ____________this date, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final “Expiration Date"”) and or (iiiii) the date on which the Rights are redeemed exchanged as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price in cash, or by certified check or cashier’s check payable to the order of the Company for each share one one-thousandth of Common Stock a Preferred Share (or, following a Triggering Event, or such other number of shares or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on April 6, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________2018, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, (v) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward or (vi) the Close of Business on the date of the final adjournment of the Company’s 2017 annual meeting of stockholders if, following the final closing of the polls at such dates described in clauses meeting, stockholder approval of the Agreement has not been obtained (the earliest of (i), (iv), (v) and (ii) above in this Section 7(a) being referred to in this Agreement as vi), the "“Final Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price (as defined in Section 7(b) below) for each share of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Share as to which such the Rights are exercisablebeing exercised, at or prior to the earlier earliest of (i) the later Close of Business on September 27, 2013 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof (the earlier "Redemption Date"), (iii) the time at which such Rights are exchanged as provided in Section 25, (iv) the repeal of such Section 382 or any successor statute, or any other change, if the Board, in its sole discretion, determines that this Agreement is no longer necessary for the preservation of Tax Benefits, or (v) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Plan and the Rights are no longer necessary for the preservation or existence of Tax Benefits or are no longer in the best interests of the Corporation and its shareholders (the earliest of the dates described set forth in clauses (i) iii), (iv), and (ii) above in this Section 7(a) being referred to in this Agreement as v), the "Early Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on June 2, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2020 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iiv) and (ii) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred to in this Agreement as 24 hereof. Except for those provisions herein that expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 11(a)(ii) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share one one-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on June 19, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2016 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the repeal of such Section 382 or any successor statute, or any other change, if the Board determines that this Agreement is no longer necessary for the preservation of tax benefits, (v) the beginning of a taxable year of the Company to which the Board determines that no tax benefits may be carried forward, or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of the dates described set forth in clauses (i) iv), (v), and (ii) above in this Section 7(a) being referred to in this Agreement as vi), the "“Early Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to subsection (e) of this Section, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a) (iii) and Section 24(a)23(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent and the Company may reasonably request, together with payment of the Purchase Price (except as provided in Section 11(q) hereof) with respect to each surrendered Right for each share the total number of Preferred Share Fractions (or Common Stock (or, following a Triggering Event, other securities, cash Shares or other assetssecurities or property, as the case may be) as to which such surrendered Rights are exercisable, at or prior to the earlier of (i) the later close of business on May 27, 2003 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), or (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) and or (ii) above in this Section 7(a) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-fifths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on August 17, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2024 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (iSections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iiiv) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred to in this Agreement as 24 hereof. Except for those provisions herein which expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) 7.1 The registered holder of any Right Certificate (other than a holder whose Rights Certificate have become void pursuant to Section 11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each share of Common Stock (orShare represented by a Right that is exercised and an amount equal to any applicable transfer tax or charges required to be paid pursuant to Section 9, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such Rights are exercisable, at or prior to the earlier earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in pursuant to Section 23, (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof and (iv) the time, which shall not be earlier than the 90th Business Day after the commencement of a Qualifying Offer, at which a Person accepts, pursuant to such Qualifying Offer, for purchase or exchange at the same per share consideration such number of Common Shares as would represent, following such acceptance for purchase or exchange by such Person, more than two-thirds of the Common Shares then outstanding on a fully diluted basis (excluding from the calculation of the number of Common Shares accepted for purchase or exchange by such Person any Common Shares Beneficially Owned by such Person or its Affiliates and Associates immediately prior to such acceptance for purchase or exchange) (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "“Qualifying Offer Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii9(c) and Section 24(a)11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash cash, or other assets, as the case may be) as to which such surrendered Rights are exercisablethen exercisable and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier earliest of (i) the later Close of Business on September 8, 2023 (Aor if such day is not a Business Day, the first Business Day thereafter) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof, and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of SECTIONS 7(e) and 7(f) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other securities, cash securities or other assets, property as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on July 24, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2013 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration DateFINAL EXPIRATION DATE") and ), (ii) the date on time at which the Rights are redeemed as provided in Section SECTION 24 hereof, (iii) the consummation of a transaction contemplated by SECTION 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in SECTION 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "Expiration DateEXPIRATION DATE"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section SECTION 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office offices of the Rights Agent, together with payment of the Purchase Price for each share one one-hundredth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier of (i) the later close of business on July 10, 1996 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), or (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Redemption Date"). Notwithstanding any other provision (b) The Purchase Price for each one one-hundredth of this Agreement, any Person who prior a Preferred Share pursuant to the Distribution Date becomes exercise of a record holder of shares of Common Stock may exercise all Right shall initially be $100, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the rights United States of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and subject an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or cashier's check payable to the provisions order of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.the

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on April 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses Section 1(e)(ii)(A)(z) hereof, at which time the Rights are terminated or (iiv) and (ii) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred to in this Agreement as 24 hereof. Except for those provisions herein that expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered Subject to Section 7(e) hereof, the record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 23(a) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later Close of (A) ___________, 2009 and (B) Business on the tenth anniversary of the date two hereof (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier "Redemption Date"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of such dates described in clauses a transaction contemplated by Section 13(d) hereof (the earliest of (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on November 8, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Sections 7(e) and 7(f) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation of the Rights Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent set forth in Section 26 hereof, together with payment of the Purchase Price for each one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or such other securities, cash securities or other assets, property as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of Business on July 26, 2011 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Rights are exchanged as provided in Section 24(c) hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest time being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one-tenth of one share of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , or (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest date being referred to in this Agreement herein as the "“Expiration Date"”). Notwithstanding ; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any other provision fraction of this Agreementa Common Share greater than one-tenth of one share, any Person who prior the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), at a price in proportion to the Distribution Date becomes Purchase Price, an additional fraction of a record holder of shares Common Share which, when added to the number of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect Shares to the Rights associated with be received upon such shares exercise, will equal an integral number of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockShares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a23(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Eventor Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on November 23, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23, (iii) the time at which such Rights are exchanged pursuant to Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, (v) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward and (vi) the Close of Business on the date on which the Board of Directors of the Company determines that this Agreement is no longer in the best interests of the Company and its stockholders (the earlier earliest of such dates described in clauses (i), (ii), (iii), (iv), (v) and (ii) above in this Section 7(avi) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on March 17, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2021 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iiv) and (ii) above the time at which such Rights are exchanged as provided in this Section 7(a) being referred to in this Agreement as 24 hereof. Except for those provisions herein that expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a share of Common Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on July 31, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2014 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the time at which the Company’s Board of such Directors, in its sole discretion, determines that this Plan is no longer necessary for the preservation of tax benefits due to the repeal of Section 382 or any successor statute, or any other change, (v) the time at which the Company’s Board of Directors, in its sole discretion, determines that the Plan and the Rights are no longer necessary for the preservation or existence of income tax benefits or are no longer in the best interests of the Company and its stockholders or (vi) immediately prior to the consummation of the Merger (the earliest of the dates described set forth in clauses (i) iv), (v), and (ii) above in this Section 7(a) being referred to in this Agreement as vi), the "“Early Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7. hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9.(c), Section 11(a)(ii11.(a)(iii) and Section 24(a)23.(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9.(e) hereof, at or prior to the earlier earliest of (i) 5:00 P.M., New York, New York time, on [a date that is the later first/second/third/fifth/tenth anniversary of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring of this Agreement] or such later date as may be established by the Board prior to ____________, 2009 (the later expiration of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement the Rights [as long as the "extension is submitted to the stockholders of the Company for ratification at the next succeeding annual meeting of the stockholders of the Company] (such date, as it may be extended by the Board, the “Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23. hereof, (iii) the time at which the Rights may be exchanged as provided in Section 24. hereof, [(iv) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, (v) the close of business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward, ]or [(vi) immediately following the final adjournment of the first annual meeting of the stockholders of the Company following the date hereof if stockholder approval of this Agreement has not been received prior to such time] (the earlier earliest of such dates described in clauses [(i) and - (ii) above in this Section 7(a) vi)] being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., Tampa, Florida time, on November 5, 2012, or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one-tenth of one share of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , or (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) earliest date being referred to in this Agreement herein as the "Expiration Date"). Notwithstanding ; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any other provision fraction of this Agreementa Common Share greater than one-tenth of one share, any Person who prior the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), at a price in proportion to the Distribution Date becomes Purchase Price, an additional fraction of a record holder of shares Common Share which, when added to the number of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect Shares to the Rights associated with be received upon such shares exercise, will equal an integral number of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockShares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(b) or that have been exchanged pursuant to Section 24) may, subject to Section 11(b), exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, Agent designated for such purposes together with payment of the Purchase Price for each one one-thousandth of one share of Common the Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later close of (A) ___________business on May 18, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2020 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 (the earlier “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) and Section 13(f) at which time the Rights are terminated, (iv) the time at which such Rights are exchanged as provided for in Section 24, or (v) if Stockholder Approval has not been obtained at the annual meeting of the stockholders of the Company held in 2017 (including any adjournment of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in meeting), provided that this Agreement as shall automatically terminate, and the "Expiration Date"Rights shall automatically expire, if Stockholder Approval is not obtained at the 2017 annual meeting (including any adjournment of such meeting). Notwithstanding any other provision For purposes of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.“

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(b) or that have been exchanged pursuant to Section 24) may, subject to Section 11(b), exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purposes, together with payment of the Purchase Price for each one one-thousandth of one share of Common the Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later close of (A) ___________business on May 8, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2028 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (iSection 1(d)(ii)(A)(z) and (iiSection 13(f) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to at which time the Rights associated with are terminated, or (iv) the time at which such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, Rights are exchanged as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered Subject to Section 7(e), Section 7(f) and Section 14 hereof, the record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii), Section 11(a)(iii), Section 23(a) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the later Close of business on May 31, 2016 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier "Redemption Date"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of such dates described in clauses a transaction contemplated by Section 13(d) hereof (the earliest of (i), (ii), (iii) and (ii) above in this Section 7(aiv) being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)herein) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each share the total number of Common Stock Preferred Shares (or, following a Triggering Event, other securities, cash or other assetssecurities or property, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of (A) ___________, 2009 and (B) business on the tenth anniversary of the effective date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as (the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the "Redemption Date") (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "Expiration Date")) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Notwithstanding any other provision anything herein to the contrary, the Rights will lapse and be of this Agreement, any Person who no further effect if there is not on file with the Securities and Exchange Commission prior to [ ] an effective Form S-1 Registration Statement relating to the Distribution Date becomes a record holder of shares of Common Stock may exercise all initial public offering of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Company's Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockShares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later close of (A) ___________business on November 12, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2016 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (v) the close of business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on November 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2024 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (iSections 1(c)(ii)(A)(z) and (ii13(f) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to at which time the Rights associated with are terminated, or (iv) the time at which such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, Rights are exchanged as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (aa. The Rights shall not be exercisable prior to the Distribution Date. Subject to Section 7(e) The hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein, including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 24(b) and Section 24(a25(b)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share of Common Stock Share (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later close of business on March 10, 2007 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof (the earlier of such dates described "Redemption Date") or (iii) the time at which the Rights are exchanged as provided in clauses Section 25 hereof (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Exchange Date"). Notwithstanding ; provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any other provision fraction of this Agreementa Common Share greater than one-half of a share, any Person who prior the holder thereof shall not be entitled to exercise such rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder) an additional fraction of a Common Share at a price equal to the Distribution Date becomes a record holder same fraction of shares the current Purchase Price which, when such fraction is added to the number of Common Stock may exercise all of the rights of Shares to be received upon such exercise, will equal a registered holder of a Rights Certificate with respect to the Rights associated with such shares whole number of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common StockShares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisable, then exercisable at or prior to the earlier of (i) 5:00 P.M., New York City time, on October 3, 2017, or such later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 hereof, (iii) the time at which the Rights may be exchanged as provided in Section 24 hereof hereof, (iv) the earlier close of such dates described in clauses (i) and (ii) above in this business on the effective date of the repeal of Section 7(a) being referred to in 382 of the Code if the Board determines that this Agreement as is no longer necessary or desirable for the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all preservation of the rights Tax Benefits, or (v) the close of business on the first day of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as taxable year of the date such Person becomes a record holder Company to which the Board determines that no Tax Benefits may be carried forward, or (vi) immediately following the final adjournment of shares the 2015 meeting of Common Stock, regardless the shareholders of whether the legends provided for in Section 3(c) Company if shareholder approval of this Agreement are reflected on has not been received prior to such time (the certificate evidencing such Common Stockearliest being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability as set forth in Section 7(e), Section 11(a)(ii9(c) and Section 24(a)11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash cash, or other assets, as the case may be) as to which such surrendered Rights are exercisablethen exercisable and an amount equal to any tax or charge required to be paid under Section 9 hereof, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on March 21, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2018 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof, and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as as, the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time TABLE OF CONTENTS​ (the “Expiration Date”) that is the earliest of (i) the later Close of (A) ___________Business on June 17, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2020 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the Board of such dates Directors of the Company determination not to pursue any Strategic Transaction, (iv) the approval of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (iSections 1(c)(ii)(A)(z) and 13(f) or other strategic transaction (iias determined by the Board of Directors of the Company) above by the requisite stockholders, or (v) the time at which such Rights are exchanged as provided in this Section 7(a) being referred to in this Agreement as 24 hereof. Except for those provisions herein which expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share one ten-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later of (A) ___________December 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2020 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the time at which the Independent Directors determine that the NOLs are utilized in all material respects or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of such dates described the NOLs that could be used by the Company in clauses any particular time period, for applicable tax purposes, (iv) and (ii) above in this Section 7(a) being referred to in the first anniversary of the execution of this Agreement as if Stockholder Approval has not been obtained prior to such date, (vi) a determination by the "Expiration Date"). Notwithstanding any other provision of this AgreementIndependent Directors, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all Date, that this Agreement and the Rights are no longer in the best interests of the rights of a registered holder of a Rights Certificate with respect to Company and its stockholders (the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as earliest of the date such Person becomes a record holder of shares of Common Stockdates set forth in clauses (iv), regardless of whether (v)and (vi) the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock“Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executedexecuted and properly completed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the Purchase Price for each share one one-hundredths of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, and an amount equal to any tax or governmental charge required to be paid under Section 9 hereof by certified check, cashier’s check or money order payable to the order of the Company at or prior to the earlier earliest of (i) the later Close of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________Business on July 27, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final “Expiration Date") and ”), (ii) the date on time at which a Person, together with such Person’s Affiliates and Associates, purchases more than 50% of the Unaffiliated Shares of the Company pursuant to a Permitted Offer (the “Permitted Offer Expiration Date”), (iii) the time at which the merger of RS Merger Wedge, Inc., a wholly owned subsidiary of the Company, with and into Allied becomes effective (the “Merger Expiration Date,” and the earliest of the Expiration Date, the Permitted Offer Expiration Date and the Merger Expiration Date, the “Final Expiration Date”), (iv) the time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of “Redemption Date”) or (v) the time at which such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement Rights are exchanged as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii9(c) and Section 24(a)11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash cash, or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on February 1, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2016 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof, and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised, redeemed or exchanged hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on December 23, 2018, or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to ‎ ‎Section 9(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section ‎ ‎Section 7(e), Section 11(a)(ii‎ ‎Section 9(c), ‎ ‎Section 11(a)(iii), ‎ ‎Section 23(b) and Section 24(a)‎ ‎Section 24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of shares of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisableexercised, and an amount equal to any tax or charge required to be paid under ‎Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on May 7, 2023, or such later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") and ”), (ii) the date on Redemption Date and (iii) the time at which the right to exercise the Rights are redeemed terminates as provided in Section ‎Section 24 hereof (hereof. Except for those provisions herein which expressly survive the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights Close of a registered holder of a Business on the Final Expiration Date, the Redemption Date and such time as all outstanding Rights Certificate with respect to the have been exercised hereunder (other than Rights associated with such shares of Common Stock in accordance with which have become null and subject void pursuant to the provisions of this Agreement, including the provisions of Section ‎ ‎Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreementherein including without limitation, including, without limitation the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase exercise on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a share of Common Preferred Stock (or, following a Triggering Eventif applicable, such other number of shares or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier of (i) the later close of business on January 5, 2005 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), or (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the such earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) time being herein referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier earliest of (i) 5:00 P.M., New York City time, on October 20, 2008, unless the later of (A) ___________Board shall have determined, 2009 in its sole and (B) the absolute judgment, to extend such date two (2) years after any Distribution Date occurring prior to ____________October 20, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and 2009, (ii) the eleventh (11th) Business Day following the date, if any, upon which the Company stockholders shall have, at a meeting duly called and not subsequently postponed or adjourned, considered and failed to approve this Agreement (an “Adverse Stockholder Determination”), if, and only if, the Company shall have failed to provide written notice to the Rights Agent of its intention to treat such Adverse Stockholder Determination as advisory within 10 Business Days of such Adverse Stockholder Determination (the date on referred to in clause (i) or (ii), the “Final Expiration Date”), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier earliest of such dates described in clauses (i), (ii) and (ii) above in this Section 7(aiii) being referred to in this Agreement herein as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been redeemed pursuant to a Section 24 Redemption) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later Close of Business on Xxxxx 00, 0000, (A) ___________, 2009 and (Bxx) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the earlier closing of such dates any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e1(d)(ii)(A)(z) hereof, as at which time the Rights are terminated, (iv) the time at which such Rights are redeemed pursuant to a Section 24 Redemption or (v) the Close of Business on the day following the certification of the date voting results of the Company’s 2020 annual meeting of stockholders, or any adjournment thereof, if at such Person becomes annual meeting or adjournment thereof, a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of proposal to approve this Agreement are reflected on the certificate evidencing such Common Stockhas not been approved by stockholderes.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or any time which is both after the Distribution Date and prior to the earlier time (the "Expiration Date") that is the earliest of (i) the later Close of Business on November 12, 2018 (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and ), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "Expiration Redemption Date"). Notwithstanding , (iii) the closing of any merger or other provision of this Agreement, any Person who prior acquisition transaction involving the Company pursuant to the Distribution Date becomes a record holder of shares of Common Stock may exercise all an agreement of the rights of a registered holder of a Rights Certificate with respect to type described in Sections 1(c)(ii)(A)(z) and 13(f) at which time the Rights associated with are terminated, or (iv) the time at which such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, Rights are exchanged as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii) and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one ten-thousandth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later close of (A) ___________business on July 16, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________2019, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 hereof 23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, (v) the close of business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward, or (vi) the first anniversary of adoption of the Agreement if shareholder approval of the Agreement has not been received by or on such date (the earlier earliest of such dates described in clauses (i) and (ii) above in this Section 7(aand (iii) and (iv) and (v) and (vi) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form “Form of election Election to purchase Purchase” on the reverse side thereof duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) the later Close of (A) ___________, 2009 and (B) Business on the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof (such earliest time, the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, herein including, without limitation limitation, the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii) 11(a)(iii), and Section 24(a)23(a) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase on and the reverse side thereof certificate contained therein properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one one- hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on July 23, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2023 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earlier earliest of such dates described in clauses (i) ), (ii), and (ii) above in this Section 7(aiii) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein that expressly survive the termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation herein including the restrictions on exercisability set forth in Section 7(e9(c), Section 11(a)(ii11(a)(iii), Section 23(b) and Section 24(a)24(b) hereof) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-thousandths of a share of Common Preferred Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on June 8, 2015, or such earlier or later date as may be established by the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring Board prior to ____________the expiration of the Rights (such date, 2009 (as it may be extended by the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as Board, the "“Final Expiration Date") ”), and (ii) the date on time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 7(a) being herein referred to in this Agreement as the "“Expiration Date"”). Notwithstanding any other provision Except for those provisions herein which expressly survive the termination of this Agreement, any Person who prior to this Agreement shall terminate upon the Distribution Date becomes a record holder of shares of Common Stock may exercise all earlier of the rights of a registered holder of a Expiration Date and such time as all outstanding Rights Certificate with respect have been exercised hereunder (other than Rights which have become null and void pursuant to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(e), Section 11(a)(ii) and Section 24(a)) in whole or in part at any time after the Distribution Date upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or agency of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share of Common Stock (or, following a Triggering Event, or other securities, cash or other assets, as the case may be) as to which such the Rights are exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at any time which is both after the Distribution Date and at or prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the later close of (A) ___________, 2009 and (B) business on the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date") and , (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the termination of this Rights Agreement, this Rights Agreement shall terminate at such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to in this Agreement time as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share one one-ten-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the earlier earliest of (i) the later Close of (A) ___________Business on April 9, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 2010 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof; or (iv) the close of business on the date that the Company’s 2008 Annual Meeting of Stockholders (the “2008 Annual Meeting”) has finally adjourned, unless the issuance of the Rights pursuant to this Agreement is ratified by the vote of the holders of a majority of the Disinterested Shares present in person or by proxy (which shall vote as a single class) at the 2008 Annual Meeting, which ratification shall be evidenced by the receipt by the Company’s Secretary of a certification of the stockholder vote at the 2008 Annual Meeting to such dates described in clauses (i) and (ii) above in this Section 7(a) being referred to effect. Except for provisions in this Agreement as which expressly survive the "Expiration Date"). Notwithstanding any other provision termination of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to this Agreement shall terminate at such time as the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stockno longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement, including, without limitation the restrictions on exercisability set forth in Section 7(eherein), Section 11(a)(ii) and Section 24(a)) in whole or in part part, at any time after the Distribution Date Date, upon presentation surrender of the Rights Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share one ten-thousandth of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) Preferred Share as to which such the Rights are exercisableexercised, at or prior to the earlier earliest of (i) June 28, 2014 (i.e., the later day following the third anniversary of (Athe closing of the recapitalization of the Company’s Series C Preferred Stock and Series D Preferred Stock) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "“Final Expiration Date") and ”), (ii) the date on time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the time at which the Board determines that the Net Operating Losses (the “NOLs”) are utilized in all material respects or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of such dates described the NOLs that could be used by the Company in clauses any particular time period, for applicable tax purposes or (iv) and (ii) above in this Section 7(a) being referred to in this Agreement as a determination by the "Expiration Date"). Notwithstanding any other provision of this AgreementBoard, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all Date, that this Agreement and the Rights are no longer in the best interests of the rights of a registered holder of a Rights Certificate with respect to Company and its stockholders (the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as earliest of the date such Person becomes a record holder of shares of Common Stock, regardless of whether dates set forth in clauses (iv) and (v) the legends provided for in Section 3(c) of this Agreement are reflected on the certificate evidencing such Common Stock“Early Expiration Date”).