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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in same as Exhibit B hereto if the Company elects to issue physical certificates, and may have such changes or 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, protections or responsibilities of the Rights Agent hereunder) 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 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 oneone ten-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. Notwithstanding anything contrary provided herein, the Company may elect to maintain the Rights in book-entry form rather than issuing Rights Certificates.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Series A Preferred Shares, exercise notice and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may 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, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number amount and type of such one- thousandths the securities purchasable (or other consideration to be made available) upon the exercise of a share of Series A Preferred 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 shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths hundredths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- thousandths one one-hundredths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares shares, certificate and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the 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 22 hereof, the Right Certificates, whenever issueddistributed, which are distributed in respect of shares of Common Stock which were issued and outstanding as of the Record Date, 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-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- one one-thousandths of a share of Series A Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares Preferred Shares, the form of assignment and assignment, including the certifications therein, form of certification to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 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 7, 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein Purchase Price (the “Purchase Price”as defined in Section 7(b)), but the number of such one one- thousandths 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. (a) The Right Certificates (and the forms of election to purchase shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification identi fication or designation and such legends, summaries or endorsements en dorsements printed thereon as the Company may deem appropriate appro priate 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, which are distributed in respect of shares of Common Stock which were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certifi cates which are distributed in respect of othex xxxres of Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in each such case on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth one- hundredth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number and type of such one- thousandths secu rities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Thirty Dollars ($30.00), as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase shares and assignment, including the certifications therein, Preferred Shares to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 provisions of Sections 11 and conditions 22 hereof, the Right Certificates, Certificates whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and shall show as of the date of countersignature by the Rights Agent, issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- thousandths 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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 oneone ten-thousandths of a share of Series A Preferred Incentive Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred Incentive Stock set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred Incentive Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Series A Preferred Shares, exercise notice and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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, which do not affect the duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange 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, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”"PURCHASE PRICE"), but the number amount and type of such one- thousandths the securities purchasable (or other consideration to be made available) upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in of Exhibit B hereto A, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, but which do not affect the duties, rights or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the terms and conditions hereofprovisions of Section 22, the Right Certificates, whenever issuedCertificates that are issued in respect of Company Securities that were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates that are issued in respect of other Company Securities shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Company Securities, and in either case on their face faces shall entitle the holders thereof to purchase such number of one-thousandths of a share of Series A Preferred Common Shares as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Common Share set forth therein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred Common Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in attached as Exhibit B hereto B, 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 duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the Right Certificates, whenever issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-ten thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-ten thousandth of a share of Series A Preferred set forth therein (the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange 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 CertificatesCertificates evidencing the Rights issued on the Record Date, whenever such certificates are issued, shall be dated as of July 24, 1990, and the Right Certificates evidencing Rights to holders of record of Company Common Stock issued after the Record DateDate shall be dated as of July 24, and 1990, but shall show also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number for each Right, one Unit of one-thousandths of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted after the date hereof as provided herein, at the price per one one-thousandth Unit of a share of Series A Preferred set forth therein $700.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 purchase, assignment and assignment, including the certifications therein, certificate to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in 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, which do not affect the duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Common Shares of the Company or 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 issued, which are issued in respect of Common Shares which were issued and outstanding as of the Close of Business on the Distribution Date, shall be dated as of the Record Close of Business on the 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 Preferred Shares (including fractional shares which are integral multiples of one one-thousandths hundredth of a share of Series A Preferred share) as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”)therein, but the number amount and type of such one- thousandths securities purchasable upon exercise of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number of such one- one 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in attached as Exhibit B hereto B, 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 duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the Right Certificates, whenever issued, Certificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date shall be dated as of the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of one-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (such purchase price per one-hundredth of a share the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preference Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 promulgated pursuant thereto or with any rule or regulation of any stock exchange or trading system quotation service 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 provisions of Sections 11, 13 and conditions 24 hereof, 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-thousandths of a share of Series A Preferred Preference Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Preference Share set forth therein (the “Purchase "Exercise Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Series A Right Certificates, the Series B Right Certificates and the Series C Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form forms set forth in Exhibit B hereto D, Exhibit E and Exhibit F hereto, respectively, 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, 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “applicable Purchase Price”), but the number of such one- one-thousandths of a share of Series A Preferred Stock and the such Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Rights may be issued in certificated or uncertificated form, and after the Distribution Date, any Rights issued in certificated form shall be represented by Right Certificates (and the forms of election to purchase shares Series A Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be in substantially in the form set forth in of Exhibit B hereto and to this Agreement. Right Certificates may have be issued with 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 Right Certificates may from time to time be listed or quotedlisted, or to conform to customary usage. Subject to the terms and conditions hereofprovisions of Section 22 of this Agreement, any Right Certificates evidencing Rights associated with Common Shares outstanding on the Right Certificates, whenever issued, Record Date shall be dated as of the Record Date, and any Rights associated with Common Shares issued after the Record Date shall show be dated the date of countersignature by the Rights Agentissuance of such Common Shares, and and, in any case, each Right Certificate on their face its shall entitle the holders holder thereof to purchase such number of one one-thousandths hundredths (0.01) of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- thousandths one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in attached as Exhibit B hereto B, 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 duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the Right Certificates, whenever issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-thousandth hundredth of a share of Series A Preferred set forth therein (share, the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 or duties of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ National Market or of any stock exchange 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 machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the terms provisions of Section 11 and conditions Section 21 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agentcountersignature, and on their face shall entitle the holders thereof to purchase such number of one-thousandths shares of Preferred Stock (or following a share of Series A Preferred Triggering 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-thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates -------------------------- (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in attached as Exhibit B hereto B, --------- 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 duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the terms provisions of Section 11 and conditions hereofSection 22, the Right Certificates, whenever issuedCertificates that are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-thousandth hundredth of a share of Series A Preferred set forth therein (the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 quotedtraded, or to conform to usage. Subject to the terms provisions of Sections 11 and conditions hereof22, the Right Certificates, Certificates whenever issued, distributed 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-one- thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided hereintherein and in this Rights Agreement.

Form of Right Certificates. The Class A Right Certificates and the Class B Rights Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- one one-thousandths of a share of Series A Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates -------------------------- (and the forms of election to purchase shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the 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 22 hereof, the Right Certificates, whenever issueddistributed, which are distributed in respect of shares of Common Stock 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 shares of Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and in each such case on their face shall entitle the holders thereof to purchase such number of one-one one- thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right CertificatesCertificates evidencing the Rights issued on the Record Date, whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of one-thousandths purchase, for each Right, one one- thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $25.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be in substantially in the same form set forth in 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 or obligations of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quotedlisted, or to conform to customary usage. Subject to the terms provisions of Section 11 and conditions 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 shall entitle the holders thereof to purchase such number of oneone ten-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred as set forth therein (the “"Purchase Price”"), but the number and identity of such one- thousandths of a share of Series A Preferred shares and the Purchase Price shall be and remain subject to adjustment as provided hereinin Sections 11, 13 and 22 hereof.

Form of Right Certificates. The Right Certificates (and the forms -------------------------- of election to purchase shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number of such one- thousandths 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 quotedtraded, 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-thousandths shares (or fraction of a share share) of Series A the Preferred Stock as shall be set forth therein at the price per one one-thousandth share (or fraction of a share of Series A Preferred share) set forth therein (the “Purchase Price”), but the number amount and type of such one- thousandths securities purchasable upon exercise of a share of Series A Preferred each Right, and the Purchase Price Price, shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 AgreementRights Agreement but which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange 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, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $55.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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-thousandths of a share of Series A Preferred 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-thousandth one-thousandths of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- one one-thousandths of a share of Series A Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $100.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein $60.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- thousandths one one-hundredths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths hundredths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- thousandths one-hundredths of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 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 quotedNational Association of Securities Dealers, Inc., 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “"Purchase -------- Price”"), but the number of such one- one one-thousandths of a share of Series A Preferred Share and the ----- Purchase Price shall be subject to adjustment as provided herein, and the Right Certificates shall, upon such adjustment, entitle the holders thereof to purchase the number of one one-thousandths of a Preferred Share at the Purchase Price, in each case as so adjusted.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 Rights Agreement, or as may be required to comply with any applicable law 8 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, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein $30.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number of such one- thousandths 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially the same as EXHIBIT B (in a format that is machine printable and reasonably satisfactory to the form set forth in Exhibit B hereto 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 or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system over-the-counter market on which the Rights may from time to time be listed or quotedadmitted to trading or quotation, or as may be appropriate 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 provisions of Sections 11, 13 and conditions hereof22, 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 oneone two-hundred-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one onetwo-thousandth hundred-thousandths of a share of Series A Preferred Share set forth therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one- one two-hundred-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 shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 materially affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one- thousandths 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 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, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth hundredth of a share of Series A Preferred set forth therein Stock of $150.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 oneone ten-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 oneone ten-thousandths of a share of Series A Preferred Incentive Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred Incentive Stock set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred Incentive 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 Preferred Shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 oneone four-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one onefour-thousandth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number of such one- one four-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 shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one- one 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $7.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 (including the legend set forth in Section 7(e) hereof) 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, Date and on their face shall entitle the holders thereof to purchase such number of oneone ten-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one oneten-thousandth of a share of Series A Preferred set forth therein (Stock being herein called the “Purchase "Exercise Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths hundredths of a share of Series A Junior Preferred as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Junior Preferred set forth therein (the “Purchase Price”), but the number of such one- thousandths one-hundredths of a share of Series A Junior Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $12.18, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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-thousandths shares (or fraction of a share share) of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth share (or fraction of a share of Series A Preferred share) set forth therein (the “Purchase Price”), but the number of such one- thousandths shares (and the type of a share securities or other property issuable upon exercise of Series A Preferred the Rights) and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms and conditions hereofother provisions of this Rights Agreement, the Right CertificatesCertificates evidencing the Rights issued on March 13, 1998, whenever such certificates are issued, shall be dated as of the Record DateMarch 13, 1998, and the Right Certificates evidencing Rights to holders of record of Common Stock issued after March 13, 1998, shall show be dated as of March 13, 1998, but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of one-thousandths of a purchase, for each Right, one share of Series A Preferred 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-thousandth of a share of Series A Preferred set forth therein $90.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $12.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. 4.1 The Right Certificates (and the forms of election to purchase shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein $50.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $75.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A C Preferred Share as shall be set forth therein at the price per one one-thousandth thousandths of a share of Series A C Preferred Share set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A C Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $14.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. 4.1 The Right Certificates (and the forms of election to purchase shares shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may 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 onetwo-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one onetwo-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “”Purchase Price”), but the number of such one- thousandths two-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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in of 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 any stock exchange or inter-dealer electronic quotation and 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 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase PricePURCHASE PRICE”), but the number of such one- one 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 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, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $150.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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 oneone ten-thousandths of a share of Series A D Preferred as shall be set forth therein at the price per one oneten-thousandth thousandths of a share of Series A D Preferred set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A D Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein thirty dollars ($30.00), as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 (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 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 quotedtraded, or to conform to usage. Subject to the terms Section 11(a)(ii) and conditions 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-thousandths of a share Preferred Share (or other securities or assets issuable upon exercise of Series A Preferred the Rights as set forth herein) as shall be set forth therein at the price Purchase Price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”)Share, but the number of such one- one one-thousandths of a share Preferred Share (or other securities or assets issuable upon exercise of Series A Preferred the 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths hundredths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- thousandths one one-hundredths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preference Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 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 promulgated pursuant thereto or with any rule or regulation of any stock exchange or trading system quotation service 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 provisions of Sections 11, 13 and conditions 24 hereof, 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-thousandths of a share of Series A Preferred Preference Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Preference Share set forth therein (the “Purchase "Exercise Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be in substantially in the form set forth in 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 (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 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series 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- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase shares and assignment, including the certifications therein, Preferred Shares to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit 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 provisions of Sections 11 and conditions 22 hereof, the Right Certificates, Certificates whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and shall show as of the date of countersignature by the Rights Agent, issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “"Purchase Price”"), but the number of such one- thousandths one one-hundredth of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms and conditions hereofother provisions of this Rights Agreement, the Right CertificatesCertificates evidencing the Rights issued on March 13, 1998, whenever such certificates are issued, shall be dated as of the Record DateMarch 13, 1998, and the Right Certificates evidencing Rights to holders of record of Common Stock issued after March 13, 1998, shall show be dated as of March 13, 1998, but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of one-thousandths of a purchase, for each Right, one share of Series A Preferred 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-thousandth of a share of Series A Preferred set forth therein $100.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Common Stock and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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, which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading 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 provisions of Section 22, Right Certificates issued in respect of shares of Common Stock which were issued and conditions hereof, outstanding as of the Right Certificates, whenever issued, Record Date shall be dated as of the Record Date, and all Right Certificates issued in respect of other shares of Common Stock shall show be dated as of the date respective dates of countersignature by the Rights Agentissuance of such Common Stock, and on their face in either case shall entitle the holders thereof to purchase such number of one-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but state the number of such one- thousandths of a share of Series A Preferred Fractional Shares and the Purchase Price thereof, but such number of Fractional Shares 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 shares Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 AgreementAgreement and which do not affect the rights, duties, obligations or liabilities of the Rights Agent, 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 quotedof the Financial Industry Regulatory Authority, Bermuda Monetary Authority or other authority, 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- thousandths 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or 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-thousandths of a share of Series A B Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein Purchase Price (the “Purchase Price”as determined pursuant to Section 7 hereof), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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 oneone ten-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of election to purchase shares Preferred Shares, the form of assignment and assignment, including the certifications therein, form of certification to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or 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 7, 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one 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. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein $20.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $131.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein Purchase Price (the “Purchase Price”as determined pursuant to Section 7), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit B hereto to this Rights Agreement 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 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $38.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Stock and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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 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 Section 11 and conditions 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 oneone two-thousandths hundredths of a share of Series A Preferred Stock as shall be set forth therein at the price per one onetwo-thousandth hundredth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements endorsements, printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange 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 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-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the “"Purchase Price”"), but the number of such one- one one-thousandths of a share of Series A Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the 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 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 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, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths thousandth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein Stock of $25.00, as the same may from time to time be adjusted as provided herein (the “Purchase Price”), but the number of such one- thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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 (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-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one one-thousandths of a share of Series A Preferred 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 and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in of 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 appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading 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 oneone ten-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein Purchase Price (the “Purchase Price”as hereinafter defined), but the number and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred 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 shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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 oneone ten-thousandths of a share of Series A B Preferred as shall be set forth therein at the price per one oneten-thousandth thousandths of a share of Series A B Preferred set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A B Preferred 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 shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 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-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- one 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 shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the 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-thousandths of a share of Series A Preferred as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such one- one-thousandths of a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit 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 quotedlisted, or to conform to usage. Subject to the terms provisions of Sections 11, 13 and conditions 22 hereof, the Right Certificates, Certificates evidencing the Rights issued on the Record Date whenever such certificates are issued, shall be dated as of the Record Date, Date and the Right Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall show be dated as of the Record Date but shall also be dated to reflect the date of countersignature by the Rights Agentissuance of such Right Certificate. On their face, and on their face Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Series A Preferred Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth of a share of Series A Preferred set forth therein $35.00, as the same may from time to time be adjusted as provided herein (the “"Purchase Price”"), but the number of such one- thousandths of a share of Series A Preferred 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 Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in same as Exhibit B hereto if the Company elects to issue physical certificates, and may have such changes or 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, protections or responsibilities of the Rights Agent hereunder) 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 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 oneone ten-thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one oneten-thousandth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- one ten-thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. Notwithstanding anything contrary provided herein, the Company may elect to maintain the Rights in book-entry form rather than issuing Rights Certificates.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit 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 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, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”), but the number of such one- thousandths 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 shares, certification and assignment, including the certifications therein, assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in 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 change 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 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-thousandths hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one- thousandths 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 form of election to purchase shares and assignment, including the certifications therein, form of assignment to be printed on the reverse thereof) shall each will be substantially in the form set forth in attached as Exhibit B hereto with such changes and may have such marks of identification or designation designation, and such legends, summaries or endorsements printed thereon thereon, as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections 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 transaction reporting 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 shall will entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Series A Preferred Share as shall be are set forth therein at the price per one one-thousandth of a share of Series A Preferred Purchase Price set forth therein (the “Purchase Price”)therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such one- thousandths of a share of Series A Preferred and the Purchase Price shall Rights outstanding will be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the 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, protections 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 rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any other 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 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-thousandths of a share of Series A Junior Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred set forth therein Purchase Price (the “Purchase Price”as determined pursuant to Section 7), but the number amount and type of such one- thousandths securities purchasable upon the exercise of a share of Series A Preferred each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall use all reasonable efforts to give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preference Shares and assignment, including the certifications therein, of assignment to be printed on the reverse thereof) shall each be substantially in the same form set forth in 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 (which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any 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 of the Financial Industry Regulatory Authority or the Bermuda Monetary Authority, 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, 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-thousandths of a share of Series A Preferred Preference Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Purchase Price set forth therein (the “Purchase Price”)therein, but the number of such one- one one-thousandths of a share of Series A Preferred Preference Share and the Purchase Price shall be subject to adjustment as provided herein.