Common use of Form of Right Certificates Clause in Contracts

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions hereofprovisions of Section 11, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit 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 as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with (including, without limitation, any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quoted, listed) or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the price per one-hundredth of a Preferred Share being herein called the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 transaction reporting system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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, 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 or trading automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereofprovisions of Section 22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issuedin each case, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of a the Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesPreferred Shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the initial Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share and the Purchase Price each Right shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall be substantially the same as Exhibit B 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 (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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedFinancial Industry Regulatory Authority, or to conform to customary usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein in Section 7 hereof (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject The Right Certificates shall be in machine printable format and in a form reasonably satisfactory to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record DateRights Agent, and shall show the date of countersignature by the Rights Agent. Subject to the provisions of Section 22 hereof, and on their face the Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 (but that do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions hereofprovisions of Section 22, the Right Certificates, whenever issuedin each case, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares (or fraction of a share) of the Preferred Share Stock as shall be set forth therein at the price per one one-hundredth share (or fraction of a Preferred Share share) set forth therein (the "“Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon exercise of a Preferred Share each Right, and the Purchase Price Price, shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 22 and conditions 24 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Preferred Share and the amount and type of any other securities, cash or other assets issuable upon exercise of Rights, and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, 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 terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share (including fractional shares which are integral multiples of one-hundredth of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase PriceEXERCISE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and including the forms of assignment and election to purchase shares, certification and assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as Exhibit B form set forth in 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 or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issued, evidencing the Rights issued on the Record Date shall be dated as of the Record Date, and Right Certificates evidencing Rights issued after the Record Date shall show be dated as of the date of countersignature by the Rights Agentsuch issuance, and on their face Right Certificates shall entitle the holders thereof to purchase such number one share of one one-hundredths of a Preferred Share Common 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 Preferred Share share set forth therein therein, as the same may from time to time be adjusted as provided herein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries 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 or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms provisions of Section 11 and conditions Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the price per one-hundredth of a Preferred Share being herein called the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 New York Stock Exchange or of any other stock exchange or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the terms and conditions hereof, the Rights Agent. The Right Certificates, whenever issued, shall be dated as of the Record Date, and Certificates shall show the date of countersignature by and, subject to the Rights Agentprovisions of Sections 11, 13 and on their face 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share (including fractional shares which are integral multiples of one-thousandth of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase shares, certification Preferred Shares and the form of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto hereto. The Right Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent, 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 Rule or regulation Regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of hundredth interests in a Preferred Share as shall be set forth therein at the price per one one-hundredth of interest in a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of hundredth interests in a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issuedin each case, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of a the Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit 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 as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with (including, without limitation, any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quoted, listed) or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "price per one-hundredth of a Preferred Share being herein called the “Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths one- thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharespurchase, certification and assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed 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 or trading national market system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandths of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification ADSs and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange exchange, trading market or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to customary usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, Certificates shall be dated as of the Distribution Record DateDate or the applicable subsequent issue date (in the case of Right Certificates issued upon registrations of transfer, and shall show the date of countersignature by the Rights Agentsplit-up, combination or in replacement for a lost, stolen or mutilated certificate) and on their face shall entitle the holders thereof to purchase such number one-half of one one-hundredths of a Preferred Share as shall be set forth therein ADS at the price of $0.01 per one one-hundredth of a Preferred Share set forth therein ADS (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share ADSs and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharespurchase, certification and assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 appropriate, which do not increase 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, Date and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. The Right Certificates (and -------------------------- the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-one- hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 transaction reporting system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions hereofother provisions of this Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. Notwithstanding anything else set forth in this Agreement, no Distribution Date shall be deemed to have occurred solely by reason of the execution and delivery or amendment of the Merger Agreement, the Contribution Agreement or the Stock Option Agreements and the transactions contemplated thereby.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B 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 (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 the National Association of Securities Dealers, Inc. or any stock exchange or trading interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions hereofprovisions of this Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Common Shares and of assignment to be printed on the reverse thereof) ), when and if issued, shall be substantially in the same as form of Exhibit B 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 (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 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 or trading automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereofprovisions of this Rights Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such one one-hundredths of a Preferred Share Common Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Class A Right Certificates and the Class B Rights Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B B-1 and Exhibit B-2 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 the New York Stock Exchange or of any other stock exchange or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandths of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Common Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth on Exhibit B A hereto and may have such those marks of identification or designation and such those 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 7, 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, Date and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such that number of one one-hundredths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Common Share set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions hereofprovisions of Section 11, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-one- hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the -------------------------- forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates -------------------------- (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Datedate of issuance of the Rights they represent, and shall show the date of countersignature by the Rights Agent(ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one shares (including fractional shares which are integral multiples of one-hundredths hundredth of a share) of Class A Preferred Share Stock or Class B Preferred Stock, as the case may be, as shall be set forth therein at the price per one one-hundredth payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issued, which are issued in respect of Common Shares which were issued and outstanding as of the Effective Date, shall be dated as of the Record Effective Date, and all Right Certificates which are issued in respect of other Common Shares shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Shares, and in either case on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereofthere- of) shall be substantially the same as Exhibit B 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 or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase pur- chase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-one- hundredth of a Preferred Share set forth therein (the "Purchase Pur- chase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 B C 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 or trading system on which the Common Stock or the Rights may from time to time be listed or quoted, 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 terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (a) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (b) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths (1/1000) of a share (including fractional shares which are integral multiples of one one-thousandth (1/1000) of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth thousandth (1/1000) of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase “Exercise Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-one- hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage; provided, however, that such marks, legends, summaries or endorsements may not affect the rights or responsibilities of the Rights Agent unless the Rights Agent consents in writing thereto. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions hereof22, the Right Certificates, whenever issueddistributed, which are distributed in respect of Common Shares which were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates which are distributed in respect of other Common Shares shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of one onetwo-hundredths of a Preferred Share as shall be set forth therein at the price per one onetwo-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.in this Agreement. 7

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the -------------------------- forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 inter-dealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein. All references herein to the Purchase Price shall mean the Purchase Price as in effect at the time in question.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths (or other unit) of a Preferred Share as shall be set forth therein at the price per one one-hundredth (or other unit) of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths (or other unit) of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates -------------------------- (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Datedate of issuance of the Rights they represent, and shall show the date of countersignature by the Rights Agent(ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-hundredths hundredth of a share) of Class A Preferred Share Stock or Class B Preferred Stock, as the case may be, as shall be set forth therein at the price per one one-hundredth payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 appropriate, provided that such marks, legends, summaries and endorsements 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 the New York Stock Exchange or of any other stock exchange or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially the same as set forth in Exhibit B attached 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Section 11 and conditions Section 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock (or following the occurrence of a Triggering Event, Common Stock) as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, which are issued in respect of Common Shares which were issued and outstanding as of the Effective Date, shall be dated as of the Record Effective Date, and all Right Certificates which are issued in respect of other Common Shares shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Shares, and in either case on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the terms and conditions hereofprovisions of this Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and Certificates shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth one- thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as such term is hereinafter defined), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. To the extent provided in Section 11(a)(iii) hereof, certain Right Certificates shall contain the legend provided for therein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 (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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, 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 terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share (including fractional shares which are integral multiples of one-thousandth of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase “Exercise Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of assignment and of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (as such price may be adjusted from time to time pursuant to the terms hereof, the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to modification and adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage; provided, however, that such marks, legends, summaries or endorsements may not affect the rights, duties or responsibilities of the Rights Agent unless the Rights Agent consents in writing thereto. Subject to the terms and conditions provisions of Section 11(o) hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (at the "Purchase Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms provisions of Section 11 and conditions Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one onetwelve-hundredths of a Preferred Share as shall be set forth therein at the price per one onetwelve-hundredth of a Preferred Share set forth therein (the price per twelve-hundredth of a Preferred Share being herein called the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 (which do not affect the duties and 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 exchange, market or trading quotation system on which the Rights may from time to time be listed or admitted to trading or on which prices therefor may be quoted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and -------------------------- the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, each of the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 (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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment and certificates to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 23 hereof, the Right Certificates, whenever issued, shall be dated as of the Record DateAugust 18, and shall show the date of countersignature by the Rights Agent1998, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B 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 or trading quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of a Preferred Share Common Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as such term is hereinafter defined), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. To the extent provided in Section 11(a)(iii) hereof, certain Right Certificates shall contain the legend provided for therein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 as may be required to comply with any applicable law or with any rule or regulation regula- tion made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.provided

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereofprovisions of this Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, Date and shall show the date of countersignature counter-signature by the Rights Agent, and Agent on their face and shall entitle the holders thereof to purchase such number of one one-hundredths thousandths (1/1000th) of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth (1/1000th) of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths (1/1000th) of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms -------------------------- of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 appropriate, provided that such marks, legends, summaries and endorsements 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 AgreementPlan (but which do not affect the rights, duties, liabilities 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 or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock (or following a Trigger Event, Common 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 one-thousandths of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Units and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Unit as shall be set forth therein at the price per one one-hundredth of a Preferred Share Unit set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share Unit and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares of Preferred Stock and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form of Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Distribution Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one for each one-hundredth of a Preferred Share share set forth therein (the "Purchase Price"), as stated in Section 7(b), but the number of such one one-one- hundredths of a Preferred Share share and the Purchase Price for each one- hundredth of a share shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. The Right Certificates will be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one shares (including fractional shares which are integral multiples of one-hundredths hundredth of a share) of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the -------------------------- forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, 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 terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share (including fractional shares which are integral multiples of one-hundredth of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit 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 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms Sections 11 and conditions hereof22, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths 1/1,000ths of a Preferred Share as shall be set forth therein at the price per one one-hundredth 1/1,000th of a Preferred Share set forth therein (the "price per 1/1,000th of a Preferred Share being called the “Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment and certificates to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 23 hereof, the Right Certificates, whenever issued, shall be dated as of the Record DateAugust 18, and shall show the date of countersignature by the Rights Agent1998, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 inter-dealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein. All references herein to the Purchase Price shall mean the Purchase Price as in effect at the time in question.

Form of Right Certificates. The Right Certificates -------------------------- (and the forms of election to purchase sharesPreferred Shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one onefour-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one onefour-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one onefour-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-one- hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 B 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 or trading system on which the Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share (including fractional shares which are integral multiples of one-thousandth of a share) of Preferred Share Stock as shall be set forth therein thereon at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 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 securities exchange or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit 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 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 New York Stock Exchange or of any other stock exchange or trading automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth 16 13 therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form set forth as Exhibit B 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 or trading quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face Certificates shall entitle the holders thereof to purchase such number of one onetwo-hundredths of a Preferred Share as shall be set forth therein at the price per one onetwo-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one onetwo-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit 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 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 US-DOCS\133785809.2| or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B 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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths tenths of a Preferred Share share of Common Stock as shall be set forth therein at the price per one one-hundredth tenth of a Preferred Share share of Common Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths tenths of a Preferred Share share of Common Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the terms and conditions hereofother provisions of this Agreement, the Right Certificates, Certificates whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face distributed shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price Purchase Price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price")Share, but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification certificate and 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 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 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 Common Stock or the Rights may from time to time be listed or quoted, or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement and which do not affect the rights, duties, obligations or liabilities of the Rights Agent. Subject to the terms and conditions provisions of Section 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Date, and shall show the date of countersignature by issuance of the Rights Agentthey represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-hundredths thousandth of a share) of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth payable upon exercise of a Preferred Share set forth therein Right provided by Section 7(b) hereof as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase sharesshares and assignment, certification and assignment including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B 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 or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Junior Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Junior Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Junior Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 AgreementPlan, 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 from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares, certification Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit 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 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 from time to time be listed or quotedlisted, or to conform to usage. Subject The Right Certificates shall be in machine printable format and in a form reasonably satisfactory to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record DateRights Agent, and shall show the date of countersignature by the Rights Agent. Subject to the provisions of Section 22 hereof, and on their face the Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths hundredth of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths hundredth of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.