Common use of Form of Right Certificates Clause in Contracts

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, from time to time, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.:

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preference Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made promulgated pursuant thereto or with any rule or regulation of any stock exchange or quotation service on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preference Share as shall be set forth therein at the price per share one one-hundredth of a Preference Share set forth therein (the "Purchase Exercise Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Board of Directors of the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may, may from time to time, time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents (i) Rights beneficially owned by: (i) by an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) Rights transferred to a transferee by an Acquiring Person (or of any such Associate or Affiliate) who becomes such a transferee after the Acquiring Person becomes such or (iii) Rights transferred to 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 such 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 avoidance of the second paragraph of Section 7(e11(a)(ii) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof hereto upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such Rights Agreement. In the case of a determination made pursuant to clause (iii) of this Section 4(b) the Company shall notify the Rights Agent of such determination.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made promulgated pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase shares and of assignment Preferred Shares to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right Certificates, when issuedCertificates whenever distributed, shall be dated as of December 6the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, 1985, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any 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, 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 such 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 avoidance of Section 7(e11(a)(ii) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or other organization on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a Preferred Stock share as shall be set forth therein at the price per one one-hundredth of a Preferred Stock share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Stock share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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, except a transferee purchasing from or through a nationally recognized broker-dealer where such transferee and such transferee's Associates and Affiliates do not collectively acquire, and will not have acquired during the preceding twenty (20) calendar days, in combination with the proposed transfer, an amount of Common Stock equal to more than one percent (1%) of the outstanding shares of Common Stock, and (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 wither (A) a transfer (whether or not for consideration) from the Acquiring Person to or on behalf of holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined otherwise conclude in good faith is part of a plan, arrangement arrangement, or understanding which has as a primary purpose or effect avoidance of Section 7(e7(f) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e7(f) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as Exhibit form set forth in EXHIBIT A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights issued on July 24, when 1990, whenever such certificates are issued, shall be dated as of December 6July 24, 19851990, and on the Right Certificates evidencing Rights to holders of record of Common Stock issued after July 24, 1990, shall be dated as of July 24, 1990, but shall also be dated to reflect the date of issuance of such Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number purchase, for each Right, one Unit of shares of Common Stock Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted after the date hereof as provided herein, at the price per share set forth therein Unit of $115.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights that are or were at any time on or after the earlier of the Stock Acquisition Date or the Distribution Date beneficially owned by: (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Common Stock or the Company or (B) a transfer which the Board of Directors a majority of the Company Continuing Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence7(f), shall contain have (to the extent feasible) impressed on, printed on, written on or otherwise affixed to it (if the following legend: The Company or the Rights represented by this Rights Certificate are or were beneficially owned by a Agent has knowledge that such Person who was or became is an Acquiring Person or an Associate or Affiliate thereof or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) transferee of such Agreement.Persons or a nominee of any of the foregoing) the following legend:

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, which are distributed in respect of shares of Common Stock issued and outstanding as of the Record Date, shall be dated as of December 6, 1985the Record Date, and all Right Certificates which are distributed in respect of other shares of Common Stock shall be dated as of the respective dates of issuance of such Common Stock, and in each such case on their face shall entitle the holders thereof to purchase such number of shares one-hundredths of a share of Preferred Stock (or, following a Triggering Event, Common Stock Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per share set forth therein (such purchase price per one-hundredth of a share being referred to herein as the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a), 6, 7(e), 11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, thereof; or (ii) a transferee of an Acquiring Person (Person, or of any such an Associate or Affiliate) who becomes a transferee Affiliate thereof, after the Acquiring Person becomes such, an Acquiring Person; or (iii) a transferee of an Acquiring Person (Person, or of any such an Associate or Affiliate) who becomes a transferee Affiliate thereof, that prior to or concurrently with the Acquiring Person becoming such and an Acquiring Person 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 Person, or pursuant to a transfer to any Person with whom such or with which 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 avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.or

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of the Preferred Stock as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate thereof, (ii) on or after the Distribution Date by any Person who subsequently becomes an Acquiring Person (or an Affiliate or Associate of an Acquiring Person), (iiiii) by a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iiiiv) by 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 such 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 avoidance of Section 7(e) hereof, any Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Common Shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which or the Rights mayFinancial Industry Regulatory Authority, from time to time, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights, when whenever issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Shares as shall be set forth therein at the price per share Common Share set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, such Common Shares shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents representing Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 Rights Plan Committee determines is part of a an agreement, plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(e) of such Agreement. The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. The Company shall give written notice to the Rights Agent promptly after the Company becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit A heretoB, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of December 6, 1985the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the respective dates of issuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of shares one one-ten thousandths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such purchase price per one one-ten thousandth of a share the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) 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 (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereofor Section 11, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Right Certificate shall in no way affect any of the other provisions of this Agreement, including, without limitation, the provisions of Section 7(e). The Company shall instruct the Rights Agent in writing of the Rights which should be so legended and shall supply the Rights Agent with such Agreementlegended Right Certificates.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or 7 of any such Associate or Affiliate) who which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and certification and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, from time to time, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an any 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 such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights Rights, or (B) a transfer which the Board board of Directors directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof7(f), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain transferees thereof. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified be limited as provided in Section 7(e7(f) of such Agreement.

Form of Right Certificates. (a) The Each Right Certificates Certificate (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereofof the Right Certificate) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or of any association on which the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof21, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date and, 1985, and on their face face, shall entitle the holders thereof to purchase such number of shares Common Shares of Common Stock the Company as shall be set forth therein (or, at the price per share set forth therein ("Purchase Price")close of business on the 20th calendar day following the occurrence of a Shares Acquisition Date, but two Common Shares of the number and type of securities purchasable upon the exercise of each Right and Company) at the Purchase Price thereofper share (or, at the close of business on the 20th calendar day following the occurrence of a Shares Acquisition Date, at the Exercise Price per share); the number of such Common Shares, the Purchase Price, and the Exercise Price shall be subject to adjustments, adjustment as provided hereinin this Agreement. (b) Any Rights Notwithstanding any other provisions of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 hereof 21 that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee after the Acquiring Person becomes suchbecame an Acquiring Person, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee prior to or concurrently with the Acquiring Person's becoming an Acquiring Person becoming such and receives such Rights pursuant to that either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of holds an equity interests interest in such Acquiring Person (or to any Person with whom such Acquiring Person Associate or Affiliate) or has any continuing agreement, arrangement arrangement, or understanding with such Acquiring Person (or any such Associate or Affiliate) regarding the transferred Rights or (B) receives such Rights pursuant to a transfer which that the Board of Directors of the Company has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e) hereof), any Right Certificate issued at any time to any nominee of an Acquiring Person, of any Associate or Affiliate of an Acquiring Person, or of any such transferee, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement replacement, or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face Right Certificates shall entitle the holders thereof to purchase such number of shares one share of Common Stock Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per share set forth therein therein, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights that are beneficially owned by: by (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee after the Acquiring Person becomes such, became 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 Person's becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of its equity interests in such Acquiring Person securities or to any Person with whom such Acquiring Person it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer (whether or not for consideration) which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary the purpose or effect avoidance of avoiding the provisions of Section 7(e11(a)(ii) hereof, and subsequent transferees of such Persons (or of any Rights transferee of such Rights), and any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain have impressed on, printed on, written on or otherwise affixed to it (to if the extent feasibleCompany or the Rights Agent has knowledge that such Person is an Acquiring Person or an Associate or Affiliate thereof or transferee of such Persons or a nominee of any of the foregoing) the following legend: The beneficial owner of the Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) of an Acquiring Person or a subsequent holder of such Right Certificates beneficially owned by such Persons. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified as provided in Section 7(e11(a)(ii) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one two-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one two-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise such one two-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Without limiting the generality of the foregoing, any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof this Agreement that represents Rights beneficially owned by: (i) an Acquiring Person or any Any 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 such 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 avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.or

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face Right Certificates shall entitle the holders thereof to purchase such number of shares one share of Common Stock Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per share set forth therein therein, as the same may from time to time be adjusted as provided herein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights that are beneficially owned by: by (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee after the Acquiring Person becomes such, became 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 Person’s becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of its equity interests in such Acquiring Person securities or to any Person with whom such Acquiring Person it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer (whether or not for consideration) which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary the purpose or effect avoidance of avoiding the provisions of Section 7(e11(a)(ii) hereof, and subsequent transferees of such Persons (or of any Rights transferee of such Rights), and any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain have impressed on, printed on, written on or otherwise affixed to it (to if the extent feasibleCompany has knowledge that such Person is an Acquiring Person or an Associate or Affiliate thereof or transferee of such Persons or a nominee of any of the foregoing) the following (or a substantially similar) legend: The beneficial owner of the Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or a subsequent holder of such Right Certificates beneficially owned by such Persons. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified as provided in Section 7(e11(a)(ii) of the Rights Agreement. The Company shall give written notice to the Rights Agent promptly after the Company becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or an Affiliate or an Associate of an Acquiring person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended. The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of this Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached hereto as Exhibit A hereto, and may have such marks of the identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights maymay be listed, from time to time, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Distribution Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price")therein, but the number of such shares and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, such price shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned byby any Person known to be: (i) an Acquiring Person, an Adverse Person or any Affiliate or Associate or Affiliate of an Acquiring Person or an Adverse Person, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or Adverse Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee prior to or concurrently with the Acquiring or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse person or to any Person with whom such the Acquiring Person or Adverse 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 otherwise concludes in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend, modified as applicable to such Person: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring [Acquiring] [Adverse] Person or an Affiliate or Associate of an Acquiring [Acquiring] [Adverse] Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Rights Agreement. The provisions of Section 7 (e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form set forth as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Preferred Shares as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but in any event the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one-two hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one-two hundredth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and certification and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an any 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 such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights 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 avoidance of Section 7(e) hereof7(f), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain transferees thereof. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified be limited as provided in Section 7(e7(f) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form set forth as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Preferred Shares as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but in any event the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 primary-purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Each Right Certificates Certificate (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereofof the Right Certificate) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or of any association on which the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof21, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date and, 1985, and on their face face, shall entitle the holders thereof to purchase such number of shares Common Shares of Common Stock the Company as shall be set forth therein (or, at the price per share set forth therein ("Purchase Price")close of business on the 20th calendar day following the occurrence of a Shares Acquisition Date, but two Common Shares of the number and type of securities purchasable upon the exercise of each Right and Company) at the Purchase Price thereofper share (or, at the close of business on the 20th calendar day following the occurrence of a Shares Acquisition Date, at the Exercise Price per share); the number of such Common Shares, the Purchase Price, and the Exercise Price shall be subject to adjustments, adjustment as provided hereinin this Agreement. (b) Any Rights Notwithstanding any other provisions of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 hereof 21 that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee after the Acquiring Person becomes suchbecame an Acquiring Person, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee prior to or concurrently with the Acquiring Person's becoming an Acquiring Person becoming such and receives such Rights pursuant to that either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of holds an equity interests interest in such Acquiring Person (or to any Person with whom such Acquiring Person Associate or Affiliate) or has any continuing agreement, arrangement arrangement, or understanding with such Acquiring Person (or any such Associate or Affiliate) regarding the transferred Rights or (B) receives such Rights pursuant to a transfer which that the Board of Directors of the Company has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e) hereof), any Right Certificate issued at any time to any nominee of an Acquiring Person, of any Associate or Affiliate of an Acquiring Person, or of any such transferee, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement replacement, or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Restated Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Restated Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legendsleg- ends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever dis- tributed, shall be dated as of December 6the Record Date, 1985shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares of the Common Stock (or following a Triggering Event, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 pursu- ant 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 such Acquiring Person has any continuing agreement, arrangement or understanding understand- ing (whether or not in writing) 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 under- standing (whether or not in writing) which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). AccordinglyAccord- ingly, this Rights Right Certificate and the Rights represented rep- resented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or of any association on which the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 21 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date and, 1985, and on their face face, shall entitle the holders thereof to purchase such number of shares of Common Stock Shares (or, following a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase or, upon the occurrence of a Triggering Event, at the Exercise Price"), but the number and type of securities purchasable upon the exercise of each Right and such shares, the Purchase Price thereof, and the Exercise Price shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 21 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an such 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, became an Acquiring Person 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 an Acquiring Person and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of any Person who holds an equity interests interest in such Acquiring Person or to any Person with whom such 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 Section 7(e) hereof, any Right Certificate issued at any time to any nominee of an Acquiring Person or any Associate or Affiliate of such Acquiring Person, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit A heretoB, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of December 6, 1985the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the respective dates of issuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such purchase price per one one-hundredth of a share, the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) 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 (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereofor Section 11, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Right Certificate shall in no way affect any of the other provisions of this Agreement, including, without limitation, the provisions of Section 7(e). The Company shall instruct the Rights Agent in writing of the Rights which should be so legended and shall supply the Rights Agent with such Agreementlegended Right Certificates.

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares Shares and the form of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 22 hereof and Section 22 hereofthe other conditions set forth herein, including without limitation, the receipt of all governmental consents or approvals, if any (including, if required, the Vermont Public Service Board), the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares of Common Stock Shares as shall be set forth therein at the price per share Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such Shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b1) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) 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 such 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 avoidance of Section 7(e) hereof, and (2) any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (but which do not affect the rights or duties of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ National Market or of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 21 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6the Record Date, 1985shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock (or following a Triggering Event, Common Stock Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, (i) any Right Certificate issued pursuant to Section 3(a) or Section 22 21 hereof that represents Rights beneficially owned by: (ix) an Acquiring Person or any Associate or Affiliate of an Acquiring Personthereof, (iiy) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes became such, or (iiiz) 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 such 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 of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect avoidance of Section 7(e) hereof, (ii) any Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and (iii) any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof hereof, upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible following the written instruction of the Company to the Rights Agent) the following legend, modified as applicable to apply to such Person: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become will be null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Common Shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which or the Rights mayFinancial Industry Regulatory Authority, from time to time, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights, when whenever issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Shares as shall be set forth therein at the price per share Common Share set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, such Common Shares shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents representing Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 determines is part of a an agreement, plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may be or may become null and void in the circumstances specified in Section 7(e) of such Agreement. The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. The Company shall give written notice to the Rights Agent promptly after the Company becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A hereto, B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or automated quotation system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13, 22, 23, 24 and Section 22 27 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredth of Common a share of Junior Preferred Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as determined pursuant to Section 7), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) . Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof this Rights Agreement that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that 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 that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that 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 such Acquiring Person has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights Rights, Ordinary Shares, or the Company, or (B) a transfer which that the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board of Directors of the Company has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which understanding, written or otherwise, that has as a primary purpose or effect the avoidance of Section 7(e11(a)(ii) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof subsequent transferees of such Persons shall, upon transferthe written direction of the Special Committee, exchangeso long as the Special Committee is in existence and, replacement or adjustment of any other Rights Certificate referred to in this sentencethereafter, shall the Board, contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement, dated as of September 17, 2013 (the “Rights Agreement”), by and between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as Exhibit form set forth in EXHIBIT A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right CertificatesCertificates evidencing the Rights issued on July 24, when 1990, whenever such certificates are issued, shall be dated as of December 6July 24, 19851990, and on the Right Certificates evidencing Rights to holders of record of Common Stock issued after July 24, 1990 shall be dated as of July 24, 1990, but shall also be dated to reflect the date of issuance of such Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number for each Right, one Unit of shares of Common Stock Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted after the date hereof as provided herein, at the price per share set forth therein Unit of $115.00, as the same may from time to time be adjusted as provided herein (the "Purchase PricePURCHASE PRICE"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights that are or were at any time on or after the earlier of the Stock Acquisition Date or the Distribution Date beneficially owned by: (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Common Stock or the Company or (B) a transfer which the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence7(f), shall contain have (to the extent feasible) impressed on, printed on, written on or otherwise affixed to it (if the Company or the Rights Agent has knowledge that such Person is an Acquiring Person or an Associate or Affiliate thereof or transferee of such Persons or a nominee of any of the foregoing) the following legend: The beneficial owner of the Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) of an Acquiring Person or a subsequent holder of such Right Certificates beneficially owned by such Persons. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e7(f) of such the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof23, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6the Record Date, 1985shall show the date of countersignature, and on their face shall entitle the holders thereof of the Rights to purchase such number of shares of Common Stock Ordinary Shares (or following a Triggering Event, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per share Ordinary Share set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof 23 that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof 11, upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). AccordinglyAs described in the Agreement, this Rights Certificate and which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (as defined in the Rights represented hereby may Agreement) shall become null and void in the circumstances specified in Section 7(e) of such Agreementand will no longer be transferable.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preference Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares 1/1,000th of Common Stock a Preference Share as shall be set forth therein at the price per share 1/1,000th of a Preference Share set forth therein (the "Purchase Price"), but the number and type of such 1/1,000th of a Preference Share or other securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 11(i) hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 of the Company Directors, in its sole discretion, has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of the provisions of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or to conform to usage. Subject to the provisions of Section 11 this Agreement, including Sections 7.11, 12, 13, 22 and Section 22 hereof24, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Preferred Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as defined in Section 7(b)), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that 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 that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights Rights, shares of Common Stock, or the Company, or (B) a transfer which that the Board of Directors of the Company has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e) hereofhereof shall, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement, dated as of June 10, 2006 (the “Rights Agreement”), by and between Kellwood Company and American Stock Transfer and Trust Company, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or to conform to usage. Subject to the provisions of Section 11 this Agreement, including Sections 7.11, 12, 13, 22 and Section 22 hereof24, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Preferred Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as defined in Section 7(b)), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that 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 that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights Rights, shares of Common Stock, or the Company; or (B) a transfer which that the Board of Directors of the Company has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e) hereofhereof shall, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Amended and Restated Rights Agreement, dated as of April 19, 2007 (the “Rights Agreement”), by and between Kellwood Company and American Stock Transfer and Trust Company, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and certification and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an any 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 such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights 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 avoidance of Section 7(e) hereof7(f), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.:

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment and certificate to be printed on the reverse thereof) shall each be substantially in the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (the "Purchase Exercise Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Exercise Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person, an Adverse Person or any Associate or Affiliate of an Acquiring such a Person, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom such the Acquiring Person or Adverse 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 Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person, an Adverse Person or an Affiliate or an Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights This Right Certificate and the Rights represented hereby may become null and void in the under certain circumstances as specified in Section 7(e) of such the Rights Agreement. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or Adverse Person or any Associate or Affiliate thereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or of any association on which the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 21 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date and, 1985, and on their face face, shall entitle the holders thereof to purchase such number of shares of Common Stock Shares (or, following a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase or, upon the occurrence of a Triggering Event, at the Exercise Price"), but the number and type of securities purchasable upon the exercise of each Right and such shares, the Purchase Price thereof, and the Exercise Price shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 21 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an such 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, became an Acquiring Person 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 an Acquiring Person and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of any Person who holds an equity interests interest in such Acquiring Person or to any Person with whom such 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 Section 7(e) hereof, any Right Certificate issued at any time to any nominee of an Acquiring Person or any Associate or Affiliate of such Acquiring Person, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(eTHIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) of such AgreementOF THE RIGHTS AGREEMENT.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one- hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. . 16 (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofthis Agreement, the each Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificate shall entitle the holders holder thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise such one one-thousandths of each Right a share of Preferred Stock and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: Beneficially Owned by (i) an any Acquiring Person (or any Affiliate or Associate or Affiliate of an any Acquiring Person, ); (ii) a transferee of an any Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes became a transferee after the Acquiring Person becomes such, Flip-In Event; or (iii) a transferee of an any Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes became a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights Flip-In Event pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of its equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing written or oral agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights Rights; or (B) a transfer which the Board of Directors of the Company has determined is part of a planan agreement, arrangement arrangement, or understanding which that has as a primary the purpose or effect avoidance of avoiding Section 7(e11(a)(ii) hereof, hereof (and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence), shall contain (to upon the extent feasible) direction of the Board a legend substantially in the following legendform: “The Rights represented by this Rights Right Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of May 5, 2017, by and between Asta Funding, Inc. and American Stock Transfer & Trust Company (the “Rights Agreement”)). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such the Rights Agreement.” The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Affiliate or Associate thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has become an Acquiring Person or an Affiliate or Associate of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such 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 avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.or

Form of Right Certificates. (aA) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made promulgated pursuant thereto or with any rule or regulation of any stock exchange or quotation service on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 24 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one- thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Exercise Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (bB) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined otherwise concludes in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share as set forth therein ("the “Purchase Price"”), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: “The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of such the Rights Agreement.” The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein.Section (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Each Right Certificates Certificate (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereofside of the Right Certificate) shall be substantially the same as Exhibit A hereto, and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may, or the Common Shares may from time to time, time be listed or of any association on which the Rights or the Common Shares may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when whenever issued, shall be dated as of December 6May 15, 19851997, and and, on their face face, shall entitle the holders thereof to purchase such the number of shares of Common Stock as shall be Shares set forth therein at the price Purchase Price per share set forth therein ("Purchase Price")or, but the number and type of securities purchasable upon the exercise occurrence of each Right and a Flip-in Event, at the Purchase Exercise Price thereof, shall be subject to adjustments, as provided hereinper share). (b) Any Rights Notwithstanding any other provisions of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee after the Acquiring Person becomes suchbecame an Acquiring Person, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that becomes a transferee prior to or concurrently with the Acquiring Person's becoming an Acquiring Person becoming such and receives such Rights pursuant to that either (A) a transfer (whether or not for consideration) from holds an equity interest in the Acquiring Person to holders of equity interests (or in any such Associate or Affiliate) or has an agreement, arrangement, or understanding with the Acquiring Person (or to with any Person with whom such Acquiring Person has any continuing agreement, arrangement Associate or understanding Affiliate) regarding the transferred Rights or (B) receives the Rights pursuant to a transfer which that the Board of Directors of the Company has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e) hereof), any Right Certificate issued at any time to any nominee of an Acquiring Person or of any Associate or Affiliate of an Acquiring Person or to any nominee of any such transferee, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate of the Right Certificates referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such these terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may be or become null and void in the circumstances specified set forth in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents evidences Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect the avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented evidenced by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) a. The Right Certificates (and the forms of election to purchase shares Preferred Stock and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) b. Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT. The provisions of Section 7(e) of such Agreementshall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued shall be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or thereon as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may, may from time to time, time be listed or as the Corporation may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when Certificates evidencing Rights whenever issued, (i) shall be dated as of December 6the date of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, 1985, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share (including fractional shares which are integral multiples of Common one-thousandth of a share) of Preferred Stock as shall be set forth therein thereon at the price per one one-thousandth of a share set forth therein ("Purchase Price"), but the number and type of securities purchasable Preferred Stock payable upon the exercise of each a Right and the Purchase Price thereof, shall be subject to adjustmentsprovided by Section 7(b) hereof, as the same may from time to time be adjusted as provided hereinherein (the “Exercise Price”). (b) Any Rights Right Certificate issued pursuant to Section 3(a), Section 11(f) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or an 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 such 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 avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A hereto, B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face Right Certificates shall entitle the holders thereof to purchase such number one one-hundredth (1/100) of shares one share of Common Stock Series R Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth of a share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustmentstherein, as provided herein.the same may from time to time be adjusted as provided (b) Any Notwithstanding any other provision of this Rights Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights that are beneficially owned by: by (i) an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee after the Acquiring Person becomes such, became such or (iii) a transferee of an Acquiring Person (or of any such Associate Affiliate or AffiliateAssociate) who becomes a transferee prior to or concurrently with the Acquiring Person Person's becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Affiliate or Associate) to holders of its equity interests in such Acquiring Person securities or to any Person with whom such Acquiring Person it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer (whether or not for consideration) which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary the purpose or effect avoidance of avoiding the provisions of Section 7(e11(a) (ii) hereof, and subsequent transferees of such Persons (or of any Rights Certificate transferee of such Rights), and any Right Certificates issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain have impressed on, printed on, written on or otherwise affixed to it (to if the extent feasibleCorporation or the Rights Agent has knowledge that such Person is an Acquiring Person or an Associate or Affiliate thereof or transferee of such Persons or a nominee of any of the foregoing) the following legend: The beneficial owner of the Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) of an Acquiring Person or a subsequent holder of such Right Certificates beneficially owned by such Persons. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified as provided in Section 7(e11(a) (ii) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the other provisions of Section 11 and Section 22 hereofthis Agreement, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise one one-thousandths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned byby any Person known to be: (i) an Acquiring Person person or any Associate or Affiliate of an Acquiring Person, (iiPerson,(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 such Acquiring Person has any continuing plan, 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, agreement, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, or (iv) subsequent transferees of such Persons described in clause (i), (ii) or (iii) of this sentence, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) a legend substantially in the following legendform: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.” The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including, without limitation, the provisions of Section 7(e).

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made promulgated pursuant thereto or with any rule or regulation of any stock exchange or quotation service on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect the avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A hereto, B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the OTCBB or of any other stock exchange or automated quotation system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13, 22, 23, 24 and Section 22 27 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandth of Common a share of Junior Preferred Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as determined pursuant to Section 7), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) . Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that 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 that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that 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 such Acquiring Person has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights Rights, shares of Common Stock, or the Company, or (B) a transfer which that the Board of Directors of the Company has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which understanding, written or otherwise, that has as a primary purpose or effect the avoidance of Section 7(e11(a)(ii) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof subsequent transferees of such Persons shall, upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement, dated as of December 20, 2011 (the “Rights Agreement”), by and between Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment and certificate to be printed on the reverse thereof) shall each be substantially in the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (the "Purchase Exercise Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Exercise Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person, an Adverse Person or any Associate or Affiliate of an Acquiring such a Person, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom such the Acquiring Person or Adverse 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 Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.or

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which that has been determined by Action of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and certification and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an any 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 such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights Rights, or (B) a transfer which the Board of Directors Direc- tors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof7(f), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain transferees thereof. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right 7 11 Certificate and the Rights represented hereby may become null and void in the circumstances specified be limited as provided in Section 7(e7(f) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 11, Section 13 and Section 22 hereof22, the Right Certificates, when whenever issued, shall be dated as of December 6June 15, 19851998, and on their face shall entitle the holders thereof to purchase such number of shares of Common Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (ba) Any Rights Right Certificate issued pursuant to Section 3(a) ), Section 11(i), or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an such 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 such 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 avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or one of certain transferees thereof. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified be limited as provided in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share as set forth therein ("the “Purchase Price"”), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which 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 which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotations system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedin each case, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of Common the Preferred Stock as shall be set forth therein at the price per share set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a3(b) or Section 22 11(i) hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 of the Company Board, in its sole discretion, has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of the provisions of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 7, 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985, and on their face shall entitle the holders thereof to purchase such number of shares of the Common Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as defined in Section 7(b)), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: Beneficially Owned by (i) an Acquiring Person or any Associate or Affiliate thereof, (ii) on or after the Distribution Date by any Person who subsequently becomes an Acquiring Person (or an Affiliate or Associate of an Acquiring Person), (iiiii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iiiiv) 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 such 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 avoidance of Section 7(e) hereof, and any Rights Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.:

Form of Right Certificates. (a) 4.1 The Right Certificates (and the forms of election to purchase shares shares, certification and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 terms and Section 22 conditions hereof, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date, 1985and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of shares two-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share two-hundredth of a Preferred Share set forth therein ("the ”Purchase Price"”), but the number and type of securities purchasable upon the exercise such two-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) 4.2 Any Rights Certificate issued pursuant to Section 3(a) Sections 3.1 or Section 22 hereof that represents evidences Rights beneficially owned by: by any Person known to be (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring any Person (or of any such Associate or AffiliateAffiliate of any Person) who becomes a transferee after the Acquiring such Person becomes suchan Acquiring Person, or (iii) a transferee of an Acquiring any Person (or of any such Associate or AffiliateAffiliate of any Person) who becomes a transferee prior to or concurrently with the such Person becoming an Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights Rights, or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect avoidance of Section 7(e) 7.5 hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: “The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement between the Company and the Rights Agent and its successors (the “Rights Agreement”)). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) 7.6 of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares and Preferred Shares, form of assignment and forms of certificate to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights mayNew Rights, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents New Rights beneficially owned by: (i) an Acquiring Person or any 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 New 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 person with whom such Acquiring Person has any continuing an agreement, arrangement or understanding regarding the transferred New Rights or (B) a transfer which the Board of Directors a majority of the Company Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights AgreementAgreement dated as of November 21, 1998 between Artesyn Technologies, Inc. and The Bank of New York, as Rights Agent). Accordingly, this Rights Right Certificate and the Rights rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Amended and Restated Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is set forth on any such Rights Certificate. The Company shall instruct the Rights Agent in writing of the New Rights which should be so legended, and shall supply the Rights Agent with such legended Right Certificates. The Rights Agent shall endeavor to comply with this Section 4(b) to the extent that it has actual knowledge that the New Rights involved are beneficially owned by an Acquiring Person, Affiliate or Associate, or transferee thereof, as applicable.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Stock and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one two-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one two-hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT. The provisions of Section 7(e) of such Agreementshall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Class A Right Certificates and the Class B Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A C hereto and Exhibit D hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate which do not affect the rights, duties, obligations, responsibilities or liabilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofthis Agreement, the Right Certificates, when whenever issued, shall be dated as of December 6the Record Date, 1985and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Series A Preferred Stock or Series B Preferred Stock, as the case may be, as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock or Series B Preferred Stock, as the case may be, set forth therein ("the “Purchase Price"”), but the number and type of securities purchasable upon such one one-thousandths of a share of Series A Preferred Stock or Series B Preferred Stock, as the exercise of each Right case may be, and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Common Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit EXHIBIT A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein (such exercise price per one share of Common Stock, the "Purchase PricePURCHASE PRICE"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein (such exercise price per share, the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 associate of Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives receive 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 such 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 avoidance the voidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right -------------------------- Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6the Record Date, 1985shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock (or following a Triggering Event, Common Stock Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per one one-hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Personthereof, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes became 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 such 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 of the Company has determined is part of a planan agreement, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and, provided that the Company shall have notified the Rights Agent that this Section 4(b) applies, any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible following the written instruction of the Company to the Rights Agent) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks --------- of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Units as shall be set forth therein therein, as the same may from time to time be adjusted as provided herein, at the price per share Unit set forth therein therein, as the same may from time to time be adjusted as provided herein (such exercise price per Unit, the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents evidences Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate of an such Acquiring Person, (ii) a transferee of an any such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, 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 such Acquiring Person (or such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) 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 avoidance of the provisions of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.or

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotations system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof11, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in that certain Rights Agreement between Rainforest Cafe, Inc. and Norwest Bank Minnesota, National Association, dated as of May 23, 2000 (the Rights "RIGHTS Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Rainforest Cafe, Inc.). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) shall be operative whether or not the foregoing legend is contained on any such AgreementRights Certificate.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of the Preferred Stock as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: by (i) an Acquiring Person or any Associate or Affiliate thereof, (ii) on or after the Distribution Date by any Person who subsequently becomes an Acquiring Person (or an Affiliate or Associate of an Acquiring Person), (iiiii) by a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iiiiv) by 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 such 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 (with the concurrence of a majority of the Continuing Directors) has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, any Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit A heretoB, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Right Certificates, when issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of December 6, 1985the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the respective dates of issuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of shares one one-ten thousandths of Common a share of Preferred Stock as shall be set forth therein at the price per share set forth therein ("such purchase price per one one-ten thousandth of a share the “Purchase Price"”), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) 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 (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereofor Section 11, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Right Certificate shall in no way affect any of the other provisions of this Agreement, including, without limitation, the provisions of Section 7(e). The Company shall instruct the Rights Agent in writing of the Rights which should be so legended and shall supply the Rights Agent with such Agreementlegended Right Certificates.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Stock and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may, may from time to time, time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT. The provisions of Section 7(e) of such Agreementshall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A hereto, B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or automated quotation system on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13, 22, 23, 24 and Section 22 27 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredth of Common a share of Junior Preferred Stock as shall be set forth therein at the price per share set forth therein Purchase Price ("Purchase Price"as determined pursuant to Section 7), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) . Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who that 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 that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that 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 such Acquiring Person has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights Rights, shares of Common Stock, or the Company, or (B) a transfer which that the Board of Directors of the Company has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which understanding, written or otherwise, that has as a primary purpose or effect the avoidance of Section 7(e11(a)(ii) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof subsequent transferees of such Persons shall, upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement, dated as of September 26, 2011 (the “Rights Agreement”), by and between ChinaCast Education Corporation and Continental Stock Transfer & Trust Company, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such the Rights Agreement.”

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares Shares and the form of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares of Common Stock Shares as shall be set forth therein at the price per share Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such Shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b1) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 such 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 avoidance of Section 7(e) hereof, and (2) any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Board of Directors of the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may, may from time to time, time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise such one one-hundredths of each Right a Preferred Share and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents (i) Rights beneficially owned by: (i) by an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) Rights transferred to a transferee by an Acquiring Person (or of any such Associate or Affiliate) who becomes such a transferee after the Acquiring Person becomes such or (iii) Rights transferred to 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 such 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 avoidance of Section 7(ethe second paragraph of Subsection 11(a)(ii) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof hereto upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(eSubsection 11(a)(ii) of such Rights Agreement. In the case of a determination made pursuant to clause (iii) of this Subsection 4(b) the Company shall notify the Rights Agent of such determination.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 11, Section 13 and Section 22 hereof22, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Preferred Stock as shall be set forth therein at the price per one one-thousandth (1/1000/th/) of a share set forth therein as prescribed by Section 7((b)) (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) 3((a)), Section 11((h)), or Section 22 hereof that represents Rights beneficially owned Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of an such 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 such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that 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 avoidance of Section 7(e) hereof7((e)), and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or one of certain transferees thereof. Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Right Certificate and the Rights represented hereby may have become null and void in the circumstances specified as provided in Section 7(e7((e)) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common Stock a Preferred Share as shall be set forth therein at the price per share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 suchan Acquiring Person, 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 such the Acquiring Person has any continuing agreement, arrangement or understanding understanding, whether written or oral, 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 understanding, whether written or oral, which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible and otherwise reasonably identifiable as such) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) shall apply whether or not any Right Certificate actually contains the foregoing legend.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall will be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or law, with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to time, time be listed or of any association on which the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof21, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985, and on their face shall will entitle the holders thereof to purchase such number of shares of Class A Common Stock Shares (or, following a Triggering Event, Class A Common Shares, other securities, cash or other assets, as shall the case may be) as will be set forth therein at the price per share set forth therein Purchase Price ("Purchase or, upon the occurrence of a Triggering Event, at the Exercise Price"), but the number and type of securities purchasable upon the exercise of each Right and such shares, the Purchase Price thereof, shall and the Exercise Price will be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, any Right Certificate issued pursuant to Section 3(a) 3 or Section 22 hereof 21 that represents Rights beneficially owned by: (i) by an Acquiring Person or any Associate or Affiliate of an Associated Acquiring Person, (ii) a transferee any Right Certificate issued at any time to any nominee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the an Associated 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 such 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 avoidance of Section 7(e) hereofPerson, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall will contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.:

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6, 1985, the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein ("such exercise price per share, the “Purchase Price"”), but the number amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, thereof shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any 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 associate of Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives receive 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 such 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 avoidance the voidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Common Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issued, shall be dated as of December 6, 1985, and on their face Certificates shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share set forth therein (such exercise price per one share of Common Stock, the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: : (i) an Acquiring Person or any 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 ; 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 such Acquiring Person has any continuing agreement, arrangement 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 arrangement, or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement replacement, or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Form of Right Certificates. (a) The Right Certificates (and the -------------------------- forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when issuedwhenever distributed, shall be dated as of December 6the Record Date, 1985shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock (or following a Triggering Event, Class A Common Stock Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number and type of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be subject to adjustments, adjustment as provided herein. (b) Any Rights Notwithstanding any other provision of this Agreement, (i) any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by: (ix) an Acquiring Person or any Associate or Affiliate of an Acquiring Personthereof, (iiy) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes became such, or (iiiz) 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 such 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 of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect avoidance of Section 7(e) hereof, (ii) any Right Certificate issued at any time to any nominee of such Acquiring Person, Associate or Affiliate, and (iii) any Rights Right Certificate issued pursuant to Section 6 or Section 11 hereof hereof, upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasiblefeasible following the written instruction of the Company to the Rights Agent) the following legend, modified as applicable to apply to such Person: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement). Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such the Amended and Restated Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A hereto, B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon, thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may, may from time to timetime be listed, be listed or to conform to customary usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, when whenever issued, shall be dated as of December 6, 1985the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares one-two hundredths of Common a share of Preferred Stock as shall be set forth therein at the price per one-two hundredth of a share as set forth therein (the "Purchase Price"), but the number and type identity of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof, shall be and remain subject to adjustments, adjustment as provided hereinin Sections 11, 13 and 22 hereof. (b) Any Rights Right Certificate issued pursuant to Section 3(a) or Section 22 hereof hereto that represents Rights beneficially owned by: by (ivii) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (iiviii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which becomes a transferee after the Acquiring Person becomes such, or (iiiix) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) hereof), and any Rights Right Certificate issued pursuant to Section 6 hereof, Section 11 hereof or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Right Certificate and the Rights represented hereby may become null and are void in the circumstances specified in Section 7(e) of the Rights Agreement. The failure to print the foregoing legend on any such AgreementRight Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.