Common use of Flip-over Clause in Contracts

Flip-over. If, after an Acquiring Person obtains 15% or more of the Company’s Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 15% or more of the Company’s Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company’s Common Stock (the “Shares Acquisition Date”).

Flip-over. If, after an Acquiring Person obtains 15% or more of the Company’s Common StockShares, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock Shares of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 15% or more of the Company’s Common Stock Shares and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock Shares of the Company at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company’s Common Stock (the “Shares Acquisition Date”)Shares.

Flip-over. If, after an Acquiring Person obtains 1520% or more of the Company’s Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 1520% or more of the Company’s Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 1520% or more of the Company’s Common Stock (the “Shares Acquisition Date”).

Flip-over. If, after an Acquiring Person obtains 1525% or more of the Company’s Common Stockcommon stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 1525% or more of the Company’s Common Stock common stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stockcommon stock, a majority of the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock common stock of the Company at an exchange ratio of one share of Common Stock common stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 1525% or more of the Company’s Common Stock common stock. Expiration of the Rights: The Rights expire on the earliest of (a) October 11, 2012 or (b) exchange or redemption of the “Shares Acquisition Date”)Rights as described above.

Flip-over. If, after an Acquiring Person obtains 15% or more of the Company’s Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company Company, or (c) the Company sells more than 50% of the Company’s Exhibit C assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 15% or more of the Company’s Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 0.01 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company’s Common Stock (the “Shares Acquisition Date”).

Flip-over. If, after an Acquiring Person obtains 1520% or more of the Company’s Common Stockcommon shares, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 1520% or more of the Company’s Common Stock common shares and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stockcommon shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for common shares of Common Stock of the Company at an exchange ratio of one common share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 1520% or more of the Company’s Common Stock common shares (the “Shares Acquisition Date”).

Flip-over. If, after an Acquiring Person obtains 15% or more of the Company’s Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 15% or more of the Company’s Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s option for $0.001 per Right at any time on or prior to the fifth tenth day (or such later date as may be determined by the Company’s Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company’s Common Stock (the “Shares Acquisition Date”).

Flip-over. If, after an Acquiring Person obtains 15% or more of the Company’s 's Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company’s 's assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 15% or more of the Company’s 's Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company’s 's option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company’s 's Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company’s 's Common Stock (the “"Shares Acquisition Date”").