Common use of Form of Rights Certificates Clause in Contracts

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Units of Preferred Stock and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 quotation transaction reporting system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such the number of Fractional Shares Units of Preferred Stock as shall be set forth therein at the price per Unit of Preferred Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price")therein, but the amount and type number of securities purchasable upon the exercise such Units of each Right Preferred Stock and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 7, Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, or, in the case of Rights with respect to Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the share certificate evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and form of assignment and the form of exercise notice and certificate 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 quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein Purchase Price (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or, in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock), shall note the date of issuance and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock Fractions as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)Preferred Stock Fraction, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage (but which shall not, in any case, affect the rights or duties of the Rights Agent). Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage (but which shall not, in any case, affect the rights, duties or responsibilities of the Rights Agent). Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 changes or 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, 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 applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandths of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall each be in substantially in the form set forth in attached hereto 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandths of a share of Series A Preferred Stock set forth therein (such exercise price per Fractional Share (or, share being hereinafter referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type number of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation transaction reporting system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, which are issued in respect of Common Stock which was issued and outstanding as of the Close of Business on the Distribution Date, shall be dated as of the Record Date Distribution Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares 1/1,000s of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)1/1,000 of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date Effective Time and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 (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 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 Section 11 and Section 22 hereofrestrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such number of Fractional Shares one ten-thousandths of a Preferred Stock Share as shall be set forth therein at the price per one ten-thousandth of a Preferred Share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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, and 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the amount and type number of securities purchasable upon the exercise one one-thousandths of each Right a share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and form of assignment and the form of exercise notice and certificate 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein Purchase Price (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and form of assignment and the form of exercise notice and certificate 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 quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein Purchase Price (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 appropriate, which are not inconsistent with the provisions of this AgreementAgreement and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 11, Section 13 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandths of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 attached to this Agreement 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 quotation system association of securities brokers or dealers on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofof this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price per whole share of Common Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and of Common Stock or other type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 immunities 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 thereto, or with any rule or regulation of any stock exchange or inter-dealer quotation system or transactor reporting system on which or with whom the Rights may from time to time be listed or quoted, or to conform to usageusage or otherwise. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the record holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereofof this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system trading market on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, one one-thousandth of a share hereinafter referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of -------------- securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall of the rights certificates) will 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section SECTION 11 and Section 22 hereofSECTION 22, the Rights Certificates, whenever issueddistributed, shall will be dated as of the Record Date and on their face shall will entitle the holders thereof of such Rights Certificates to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be is set forth therein in such Rights Certificates at the price set forth therein in such Rights Certificates (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase PricePURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall will be subject to adjustment as provided hereinin this Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Ordinary Shares issued by the Company after the Record Date, as of the date of issuance of such Ordinary Shares) and on their face shall entitle the holders thereof to purchase such number of Fractional Class A Ordinary Shares of Preferred Stock (or following a Triggering Event, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per Class A Ordinary Share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system trading market on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, one one-thousandth of a share hereinafter referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of an election to purchase and of assignment and of certificates 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 Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase PricePURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) Form; Date. The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, one one-thousandths of a share is referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, ) each shall 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths (1/100ths) of a share of Series E Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth (or, as set forth in this Agreement, for other securities)1/100th) of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 automated quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (such exercise price per Fractional Share (orone-hundredth of a Preferred Share, as set forth in adjusted pursuant to this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Common Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Common Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 changes or 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, 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 applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandths of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment assignment, including the certifications therein, 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 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 quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 terms and Section 22 conditions hereof, the Rights 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 Fractional Shares one one-thousandths of a share of Series B Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series B Preferred set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type number of securities purchasable upon the exercise such one one- thousandths of each Right a share of Series B Preferred and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a1) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase the"Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one two-thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, one two-thousandth of a share is referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall each be in substantially in the form set forth in attached hereto 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 AgreementRights Plan, 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 stock quotation or trading system on which the Rights may from time to time be listed or quotedquoted for trading, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth therein (such exercise price per Fractional Share (or, as set forth determined in this Agreement, for other securities)accordance with Section 7(b) hereof, the "Purchase Price"), but the amount number and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth of a share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and form of assignment and the form of exercise notice and certificate 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price set forth therein Purchase Price (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date Date, show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall each be substantially substan- tially 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Rights Certificates shall be in machine printable format in a form satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and (6) type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price per whole share of Common Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase PricePURCHASE PRICE"), but the amount and of Common Stock or other type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase purchase, certification and 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 (which shall 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 quotation system over-the-counter market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage (but which shall not, in any case, affect the rights, duties or responsibilities of the Rights Agent). Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the number of shares, or (under certain circumstances) the type and amount and type of securities other securities, purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date date on which the Merger Effective Time occurs and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment and the certificates contained therein 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 Sections 7, 11. 13, 22, 23, 24 and Section 22 27 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 thereto, or with any rule or regulation of any stock exchange or quotation system the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on which or with whom the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the record holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase purchase, certification and 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 EXHIBIT A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system over-the-counter market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths (1/100ths) of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth (or, as set forth in this Agreement, for other securities)1/100th) of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, shall show the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation 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 provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, show the date of counter signature, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase and form 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 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 quotation system the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on which or with whom the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the record holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the exercise price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one- thousandth of a share, the "Purchase PricePURCHASE PRICE"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as when and if issued, shall each be substantially in the form set forth in 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 and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price per whole share of Common Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a).

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system trading market on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, one one-hundredth of a share hereinafter referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but -------------- the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage (but which shall not, in any case, affect the rights, duties or responsibilities of the Rights Agent). Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares 1/10,000th of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)1/10,000th of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system trading market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, one one-hundredth of a share hereinafter referred to as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares Units of Preferred Series A-1 Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)Unit, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 national quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-hundredth of a share set forth therein (therein, such exercise price per Fractional Share (or, as to be initially equal to the amount set forth in this Agreement, for other securities), Section 7(b) below (the "“Purchase Price"”), but the amount and type number of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 and the Rights Agent may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one-hundredths of Preferred a share of Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the amount and type number of securities purchasable upon the exercise one one-thousandths of each Right a share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase Preferred Stock and of assignment and certificates 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 and the Rights Agent 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise of each Right such shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase and form 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 (i) as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or (ii) as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or thereto, (iii) with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or (iv) to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issuedirrespective of when distributed, shall be dated as of the Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares), and on their face shall entitle the holders thereof to purchase such number of Fractional Shares 1/100 of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)1/100 of a share, the "Purchase Price"), ; but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided hereinin Sections 11 and 13(a) hereof.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price per whole share of Common Stock set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and of Common Stock or other type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall be substantially in the form set forth in Exhibit B B-1 and 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 any stock exchange or quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date Effective Time and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 AgreementAgreement and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths (1/100ths) of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth (or, as set forth in this Agreement, for other securities)1/100th) of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date Date, show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof), when, as and if issued, shall be substantially in the 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 and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation trading system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 Sections 7(e), 11, 22, and Section 22 hereof, 23 the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date distribution date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a Junior Preferred Stock Share, as shall be set forth therein at the price per one one-thousandth of a Junior Preferred Share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price")therein, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided hereintherein and in this Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase and Preferred Shares, the form of assignment and the form of certification to be printed on the reverse thereof), when, as and if issued, ) shall 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth therein (such exercise price per Fractional Share (orone one-thousandth of a share, as set forth in this Agreement, for other securities)adjusted from time to time hereunder, the "Purchase Price"), but the amount and type number of securities purchasable upon the exercise such one one-thousandths of each Right a Preferred Share and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and form of assignment and the form of exercise notice and certificate 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Class A Common Stock as shall be set forth therein at the price set forth therein Purchase Price (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"hereinafter defined), but the amount and type of securities purchasable issuable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 inter-dealer quotation system of a registered national securities association on which the Rights may from time to time be listed listed, traded or quoted, quoted or to conform to usage. Subject to the provisions of Section SECTION 11 and Section SECTION 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of an election to purchase and of assignment and of certificates 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredths of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one ten-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one ten-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall each be substantially in the form set forth in on Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate (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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one share of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (orshare of Common Stock, as set forth in this Agreement, for other securities)adjusted from time to time hereunder, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date Date, shall show the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price")therein, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase purchase, certification and 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 exchange, the Nasdaq Stock Market, Inc. (“Nasdaq”) or quotation system over-the-counter market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase purchase, certification and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system over-the-counter market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredth (1/100) of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth (or, as set forth in this Agreement, for other securities)1/100)of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof), when, as and if issued, ) shall 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandths of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Effective Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and the form of assignment and the certificates contained therein 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the exercise price set forth therein (such exercise price per Fractional Share (orone one-hundredth of a share, as set forth in this Agreement, for other securities)adjusted from time to time hereunder, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 and liabilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall 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 quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) Form; Date. The Rights Certificates (and the forms of election to purchase and 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 1 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 quotation system on which the Rights may from time to time be listed or quotedany securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 22 hereof(Issuance of New Rights Certificates), the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, share is referred to herein as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system trading market on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per share set forth therein (such exercise price per Fractional Share (or, one one-thousandth of a share hereinafter referred to as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and of assignment and of certificates 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein in accordance with Section 7(b) hereof (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 (but which do not affect the rights, duties, obligations or immunities 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares shares of Preferred Common Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)share, the "“Purchase Price"”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (orone one-hundredth of a share, being referred to herein as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Section 11 II and Section 22 hereof, the Rights Certificates, whenever issuedinitially distributed, shall be dated as of the Record Distribution Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-hundredth (1/100) of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share one one-hundredth (or, as set forth in this Agreement, for other securities)l/l00) of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase and 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 quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, shall show the date of countersignature and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities)one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates 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 interdealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Section 11 and Section 22 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of Fractional Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), such exercise price per Fractional Share (or, as Purchase Price to be initially equal to the amount set forth in this Agreement, for other securities), the "Purchase Price"), Section 7(b) below but the amount and type number of securities purchasable upon the exercise one one-thousandths of each Right a share and the Purchase Price thereof shall be subject to adjustment as provided herein.