Common use of Fractional Rights and Fractional Shares Clause in Contracts

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Shares Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareStock. For purposes of this Section 14(c), the current market value of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the product equal to (x) one thousand thousandth multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j1(k) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall permit the issuance and trading of Preferred Stock in fractional shares such that the smallest fractional share tradeable at any particular time shall equal the reciprocal of the Adjustment Number in effect at that particular time. The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number). Interests in fractions Fractions of shares of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive the reciprocal of the Adjustment Number of one share of Preferred Stock upon the surrender of such scrip or warrants aggregating the reciprocal of the Adjustment Number of one share of Preferred Stock, or (ii) pay to the registered holders of Rights Certificates at the time such Rights Certificates are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of the current market value relevant closing price of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value relevant closing price of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price of a Common Share share of Preferred Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Equivalent Shares or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of product derived by multiplying (x) the current market value of a Common Share. For purposes of this Section 14(c)subject fraction, the current market value of a Common Share shall be by (y) the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the his acceptance of the Right thereof expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as otherwise provided in this Agreement).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; providedPROVIDED, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) 14.1 The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may instead pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a)14.1, the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) 14.2 The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or Rights, to distribute certificates which evidence fractional Preferred Shares or to register fractional Preferred Shares in the Company’s share register (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by itthe Company; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the each registered holders holder of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred ShareShare as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b)14.2, the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11.4.1) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. 14.3 For purposes of this Section 14(c)14, the current market value of a Common Share closing price for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices as reported by NYSE, or if on any such date the Rights or Preferred Shares, as applicable, are not listed on NYSE, the average of the closing price bid and asked prices as furnished by a professional market maker making a market in the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such date no such market maker is making a Common Share (market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable, on such date as determined pursuant to in good faith by the second sentence Board of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseDirectors shall be used. (d) 14.4 The holder of a Right by the acceptance of the Right expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided in this Section 14). 14.5 Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Time as provided in Section 11, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a Preferred Share share may, at the election of the Company, be evidenced by depository receipts, depositary receipts pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, however, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares shares represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) one-thousandth of the closing price Closing Price of a Common Share (as determined pursuant to the second sentence share of Section 1(j) hereof) Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock, Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Shares upon the exercise Stock, Common Stock Equivalents or exchange of Rightsother securities. In lieu of such fractional shares of Common SharesStock, Common Stock Equivalents or other securities, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one share of Common ShareStock, Common Stock Equivalents or such other securities. For purposes of this Section 14(c), the current market value of one share of Common Stock or other security (other than a Common Share Stock Equivalent) shall be the closing price Closing Price of one share of Common Stock or such other security, as applicable, for the Trading Day immediately prior to the date of such exercise, and the current market value of a Common Share (as determined pursuant Stock Equivalent shall be deemed to equal the second sentence Closing Price of Section 1(j) hereof) one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her such holder’s right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right, except as permitted by this Section 14. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent may rely upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Rights Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional Shares is to be made by the Rights Agent under any Section of this Rights Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional Shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional Shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Units may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such the agreement shall provide that the holders of such depository the depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares Units represented by such depository the depositary receipts. In lieu of such fractional Preferred Shares that are not integral multiples Rights, the Company shall pay to the holders of one one-thousandth (0.001) record of the Right Certificates with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the then Current Market Value of a Preferred Sharewhole Right. (b) The Company shall not be required to issue fractions of Units or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Units or other securities. In lieu of issuing fractions of Units or other securities, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights the Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value then Current Market Value of a Preferred Share. For purposes of this Section 14(b)Unit or other securities, as the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercisecase may be. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares Unit or other fractional securities (other than fractions that are integral multiples the fractional shares of one one-thousandth (0.001) of a Preferred ShareStock represented by Units) upon exercise of a Right. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments; and (ii) provide sufficient funds to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the any registered holders holder of the Rights Certificates a Right Certificate with regard to which such a fractional Rights Right would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for on the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuableissuable (determined in accordance with Section 11(d)(i)). If for any such date no closing price of the Rights can be determined, the current market value of a whole Right shall be its fair value on such date as determined pursuant to in good faith by the second sentence Board of Section 1(j) hereofDirectors of the Company. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, depositary receipts pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share, the Company shall pay to the any registered holders holder of Rights Certificates a Right Certificate at the time such Rights represented thereby are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof) for on the Trading Day immediately prior to the date of such exerciseexercise (determined in accordance with Section 11(d)(i)). (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the such Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; providedPROVIDED, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the product equal to (x) one thousand thousandth multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-one- thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of fractional Rights or to distribute Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1 hereof) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fractional Preferred Share (other than one one-thousandth hundredth (0.0011/100th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one share of Common Stock if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or share of Common Stock) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or share of Common Share Stock) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) 1 hereof) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of fractional Common Shares upon exchange of Rights pursuant to Section 11(b) hereof, or to distribute certificates which that evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The Each holder of a Right Rights, by accepting the acceptance of the Right Rights, expressly waives his his, her or her its right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right, except as provided in this Section 15. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute fractions of Rights, except prior to the Distribution Date as provided in Section 11(i) hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of issuing such fractional Rights, at the election of the Company, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-thousandth (0.001) of a Preferred Share) its capital stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares (other than than, in each case with respect to Preferred Stock or Equivalent Preferred Stock, fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock or Equivalent Preferred Stock, as the case may be). Interests in fractions Fractions of shares of Preferred Shares Stock or Equivalent Preferred Stock, as the case may be, in integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred Share Stock or Equivalent Preferred Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares Stock or the Equivalent Preferred Stock represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples shares, at the election of one one-thousandth (0.001) of a Preferred Sharethe Company, the Company there shall pay be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareshare of such capital stock. For purposes of this Section 14(b), the current market value of a Preferred Share share of such capital stock shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) such capital stock for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right Right, expressly waives his or her such holder's right to receive any fractional Rights or (except as provided in Section 14(b) hereof) any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) share upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined in a manner similar to that of Common Stock pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth (0.0011/1000th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For purposes of this Section 14(b), if any are outstanding and publicly traded (or the Formula Number times the current market value of one share of Common Stock if the Preferred Shares are not outstanding and publicly traded). If, as a Preferred Share shall be (x) one thousand multiplied by (y) the closing price result of a Common Share (as determined an adjustment made pursuant to Section 12(a), the second sentence holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 1(j15(b) hereof) for the Trading Day immediately prior shall apply, as nearly as reasonably may be, on like terms to the date of such exerciseother securities. (c) The Company may, but shall not be required to to, issue fractions of shares of Common Shares Stock upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a one share of Common Share. For purposes Stock as of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j1(i) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-hundredth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j1(k) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the -------- holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes purpose of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to to, but not including, the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu If, on the Distribution Date or thereafter, as a result of any adjustment effected hereunder in the number of one one-thousandths of a Preferred Share as to which a Right has become exercisable, a Person would otherwise be entitled to receive a fractional Preferred Shares Share that are is not an integral multiples multiple of one one-thousandth (0.001) of a Preferred Share, the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided an amount in cash equal to the same fraction (which is not an integral multiple of one one-thousandth of a Preferred Share) of the current market value of one Preferred Share. For purposes of this Section 15(b), the current market value of a Preferred Share shall be the Closing Price of a Preferred Share for the Trading Day immediately prior to, but not including, the date of such exercise. (c) Should any adjustment contemplated by Section 12(a)(2) or any mandatory redemption and exchange contemplated by Section 25 occur, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. If after any such adjustment or mandatory redemption and exchange, a Person would otherwise be entitled to receive a fractional Common Share of the Company upon exercise of any Right Certificate or upon mandatory redemption and exchange as contemplated by Section 25, the Company shall, in lieu thereof, pay to such Person at the time such Right is exercised as herein provided or upon such mandatory redemption and exchange an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c15(c), the current market value of a Common Share shall be the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or the date of such mandatory redemption and exchange. (d) The holder of a Right by the acceptance of the Right thereof expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) upon exercise or mandatory redemption and exchange of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, which closing price shall be determined in the same manner as determined pursuant to the second sentence of set forth for Common Shares in Section 1(j11(d)(i) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, provided that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share, the Company shall may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a Preferred Share. For purposes of this Section 14(b), the current market value of one-hundredth of a Preferred Share shall be (x) one thousand multiplied by (y) one-hundredth of the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than than, in the case of fractional Preferred Shares, fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than than, except as provided in Section 7(c), fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock, the Company shall may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) one-hundredth of the closing price Closing Price of a Common Share share of Preferred Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Shares Stock, Common Stock Equivalents or other securities upon exercise of the Rights or an exchange of Rights for Common Stock pursuant to Section 24 hereof or to distribute certificates which evidence fractional shares of Common Shares upon the exercise Stock, Common Stock Equivalents or exchange of Rightsother securities. In lieu of such fractional shares of Common SharesStock, Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one (1) share of Common ShareStock, Common Stock Equivalents or other securities. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share Closing Price (as determined pursuant to the second sentence of Section 1(j11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or the record date of exchange, as the case may be. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise or exchange of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value Current Market Price of a whole Right shall be on the closing price of the Rights for the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Common Shares or Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights Rights, or to distribute certificates which evidence that represent fractional Common Shares or Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced represented by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of Preferred Shares. If the Company shall determine not to issue fractional Common Shares or Preferred Shares represented by such depository receipts. In (or depositary receipts in lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred ShareShares), the Company shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of the current market value Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the current market value Current Market Price of a whole Common Share or Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) Closing Price per share for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his or her such holder's right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Common Shares or Preferred Share) Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) 14.1 The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may instead pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a)14.1, the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) 14.2 The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or Rights, to distribute certificates which evidence fractional Preferred Shares or to register fractional Preferred Shares in the Company’s share register (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by itthe Company; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the each registered holders holder of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred ShareShare as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b)14.2, the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11.4.1) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. 14.3 For purposes of this Section 14(c)14, the current market value of a Common Share closing price for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices as reported by NASDAQ, or if on any such date the Rights or Preferred Shares, as applicable, are not listed on NASDAQ, the average of the closing price bid and asked prices as furnished by a professional market maker making a market in the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such date no such market maker is making a Common Share (market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable, on such date as determined pursuant to in good faith by the second sentence Board of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseDirectors shall be used. (d) 14.4 The holder of a Right by the acceptance of the Right expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided in this Section 14). 14.5 Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j1(k) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; providedPROVIDED, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(k) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Rights Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Shares Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareStock. For purposes of this Section 14(c), the current market value of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional Preferred Shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional Preferred Shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional Preferred Shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Units may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such the agreement shall provide that the holders of such depository the depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares Units represented by such depository the depositary receipts. In lieu of such fractional Preferred Shares that are not integral multiples Rights, the Company shall pay to the holders of one one-thousandth (0.001) record of the Right Certificates with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the then Current Market Value of a Preferred Sharewhole Right. (b) The Company shall not be required to issue fractions of Units or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Units or other securities. In lieu of issuing fractions of Units or other securities, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights the Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value then Current Market Value of a Preferred Share. For purposes of this Section 14(b)Unit or other securities, as the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercisecase may be. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares Unit or other fractional securities (other than fractions that are integral multiples the fractional shares of one one-thousandth (0.001) of a Preferred ShareStock represented by Units) upon exercise of a Right. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments; and (ii) provide sufficient funds to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If the Company shall not issue fractions of Rights, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, determined in the same manner as the closing price of a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-thousandth (0.001) of a Preferred Share) Common Stock upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares (other than fractions that are integral multiples shares of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of one one-thousandth (0.001) of a Preferred ShareCommon Stock, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareone share of Common Stock. For purposes of this Section 14(b14(c), the current market value of a Preferred Share one share of Common Stock shall be (x) one thousand multiplied by (y) the closing price of a one share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (share of Common Stock or other than fractions that are integral multiples securities of one one-thousandth (0.001) of a Preferred Share) the Company upon exercise of a Right, except as provided by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as . The closing price for such Trading Day shall be determined pursuant to in accordance with the second sentence of method set forth in Section 1(j) hereof11(d)(i). (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the each registered holders holder of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred ShareShare as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) or 11(f) hereof. If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Shareshare) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Shareshare). Interests in In lieu of issuing fractions of shares of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company, be evidenced by depository receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Shareshare, if the Company Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall pay be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value Fair Market Value of a share of Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseStock. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Shareshare) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth thousandths (0.0011/1,000ths) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth (1/1000) of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) or 11(f) hereof. If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-thousandth (0.0011/1000) of a Preferred Shareshare) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares (other than fractions that are integral multiples of one one-thousandth (0.0011/1000) of a Preferred Shareshare). Interests in In lieu of issuing fractions of shares of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company, be evidenced by depository receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-thousandth (0.0011/1000) of a Preferred Shareshare, if the Company Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall pay be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value Fair Market Value of a share of Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseStock. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions that which are integral multiples of one one-thousandth (0.0011/1000) of a Preferred Shareshare) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of issuing such fractional Rights, there shall may, at the option of the Corporation, be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), ) the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company Corporation shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-thousandth (0.001) of a Preferred Share) its beneficial interests upon exercise of the Rights or to distribute certificates which evidence fractional shares (other than, in each case with respect to Preferred Shares (other than or Equivalent Preferred Shares, fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share mayor Equivalent Preferred Share, at as the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptscase may be). In lieu of fractional Preferred Shares that are not integral multiples shares, there may, at the option of one one-thousandth (0.001) of a Preferred Sharethe Corporation, the Company shall pay be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareshare of its beneficial interests. For purposes of this Section 14(b), the current market value of a Preferred Share share of such beneficial interests shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Share (as determined pursuant to the second sentence such shares of Section 1(j) hereof) beneficial interests for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or (except as provided in Section 14(b) hereof) any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) share upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11 hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) Unit of a Preferred Share) share of Common Stock), Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares of Common Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) Unit of a Preferred Shareshare of Common Stock), Common Stock Equivalents or other securities. Interests in fractions Fractions of Preferred Shares shares of Common Stock in integral multiples of one one-thousandth (0.001) Unit of a Preferred Share share of Common Stock may, at the election of the Company, be evidenced by depository receipts, depositary receipts pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide provides that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares shares of Common Stock, represented by such depository depositary receipts. In lieu of fractional Preferred Shares shares of Common Stock that are not integral multiples of one one-thousandth (0.001) Unit of a Preferred Shareshares of Common Stock, Common Stock Equivalents or other securities, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareone share of Common Stock, Common Stock Equivalents or such other securities. For purposes of this Section 14(b), the current market value of one share of Common Stock or other security (other than a Preferred Share Common Stock Equivalent) shall be (x) the Closing Price of one thousand multiplied by (y) share of Common Stock or such other security, as applicable, for the closing price Trading Day immediately prior to the date of such exercise, and the current market value of a Common Share (as determined pursuant Stock Equivalent shall be deemed to equal the second sentence Closing Price of Section 1(j) hereof) one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her such holder’s right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right, except as permitted by this Section 14. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent may rely upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Rights Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Shares Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareStock. For purposes of this Section 14(c), the current market value of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional Shares is to be made by the Rights Agent under any Section of this Rights Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional Shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional Shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Agreement. (b) The Company Corporation shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company Corporation and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company Corporation shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Shares (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company Corporation shall not be required to issue fractions of shares of Common Shares or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Shares, the Company Corporation shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareShares. For purposes of this Section 14(c), the current market value of a share of Common Share Shares shall be the closing price of a share of Common Share Shares (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value price of a whole Right. For the purposes of this Section 14(a11(a), the current market value price of a whole Right shall be the closing price of a Right at the Rights close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable, as . The closing price of a Right for any day shall be determined pursuant to in the second sentence of manner set forth for the Common Stock in Section 1(j) hereof9(b)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) millionth of a share of Preferred ShareStock) upon exercise of the Rights or upon exchange of the Rights pursuant to Section 20(a), and the Company is not required to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) millionth of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) millionth of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares Stock represented by such depository depositary receipts. In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred ShareStock, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value price of one one-millionth of a share of Preferred ShareStock. For purposes of this Section 14(b11(b), the current market value price of one one-millionth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) one-millionth of the closing price of a Common Share share of Preferred Stock (as determined pursuant to the second sentence of Section 1(j) hereof9(b)) for the Trading Day immediately prior to the date of such exercise. (c) The Upon any exchange pursuant to Section 20(c), the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value price of a share of Common ShareStock. For purposes of this Section 14(c11(c), the current market value price of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) hereof9(b)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as permitted by this Section 11.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share) upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share). Interests in If, on the Distribution Date or thereafter, a Person would otherwise be entitled to receive a fractional Preferred Share (other than fractions of Preferred Shares in which are integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share), the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided an amount in cash equal to the same fraction (which is not an integral multiple of one one-thousandth (1/1000th) of a Preferred Share) of the current market value of a one Preferred Share. For purposes of this Section 14(b15(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Should any adjustment contemplated by Section l2(a)(ii) or any mandatory redemption and exchange contemplated by Section 25 occur, the Company shall not be required to issue fractions of Common Preferred Shares upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Common Shares Preferred Shares. If after any such adjustment or mandatory redemption and exchange, a Person would otherwise be entitled to receive a fractional Preferred Share of the Company upon the exercise of any Right Certificate or upon mandatory redemption and exchange of Rights. In lieu of such fractional Common Sharesas contemplated by Section 25, the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided or upon such mandatory redemption and exchange an amount in cash equal to the same fraction of the current market value Closing Price of a Common Share. For purposes of this Section 14(c), the current market value of a Common Preferred Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or the date of such mandatory redemption and exchange. (d) The holder of a Right by the acceptance of the Right thereof expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) upon exercise or mandatory redemption and exchange of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company may, --------------------------------------- but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth hundredth (0.0011/100th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of fractional Rights or to distribute Rights Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fractional Preferred Share (other than one one-thousandth hundredth (0.0011/100th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one share of Common Stock if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or share of Common Stock) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or share of Common Share Stock) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of fractional Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which that evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The Each holder of a Right Rights, by accepting the acceptance of the Right Rights, expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right, except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, however, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand (1,000) multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully authorized and protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth thousandths (0.0011/1,000ths) of a Preferred ShareShare (as such fraction may adjusted as provided in this Rights Agreement) or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the same fraction of the current market value of one Common Share times the Formula Number (as defined in the Certificate of Designation) if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably practicable, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which that evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The Each holder of a Right Rights by the acceptance of the Right such Rights expressly waives his or her such holder’s right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the -------- holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) 14.1 The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may instead pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a)14.1, the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) 14.2 The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by itthe Company; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the each registered holders holder of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred ShareShare as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b)14.2, the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11.4.1) for the Trading Day immediately prior to the date of such exercise. (c) 14.3 The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share closing price for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices as reported by the NYSE, or if on any such date the Rights or Preferred Shares, as applicable, are not listed on the NYSE, the average of the closing price bid and asked prices as furnished by a professional market maker making a market in the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such date no such market maker is making a Common Share (market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable, on such date as determined pursuant to in good faith by the second sentence Board of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseDirectors shall be used. (d) 14.4 The holder of a Right by the acceptance of the Right expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided in this Section 14). 14.5 Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-one- thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, provided that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock represented by such depository receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which that evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes purpose of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu If, on the Distribution Date or thereafter, as a result of fractional Preferred Shares that are not integral multiples any adjustment effected hereunder in the number of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value thousandths of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right has become exercisable, a Person would otherwise be entitled to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.fractional

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a share of Preferred Share Stock or Preferred Stock Equivalent may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the shares of Preferred Shares Stock or Preferred Stock Equivalent represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock or Preferred Stock Equivalent, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock or Preferred Stock Equivalent shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares or other securities of the Company is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; providedPROVIDED, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value Current Market Price of a whole Right shall be on the closing price of the Rights for the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Common Shares or Preferred Shares (other than fractions that are integral multiples of one onefour-thousandth (0.0011/4000th) of a Preferred Share) upon exercise of the Rights Rights, or to distribute certificates which evidence that represent fractional Common Shares or Preferred Shares (other than fractions that are integral multiples of one onefour-thousandth (0.0011/4000th) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one onefour-thousandth (0.0011/4000th) of a Preferred Share may, at the election of the Company, be evidenced represented by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of Preferred Shares. If the Company shall determine not to issue fractional Common Shares or Preferred Shares represented by such depository receipts. In (or depositary receipts in lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred ShareShares), the Company shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of the current market value Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the current market value Current Market Price of a whole Common Share or Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) Closing Price per share for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his or her such holder's right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Common Shares or Preferred Share) Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Each Right Certificate distributed by the Company, or re-issued by the Company pursuant to Section 6 or Section 7(d), shall not be required to issue fractions evidence solely a whole Right or a whole number of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rightsany fraction of a Right that would otherwise be evidenced by a Right Certificate, there the Company shall be paid pay to the registered holders holder of the Rights Certificates with regard to which such fractional Rights would otherwise be issuableRight Certificate an amount, an amount in cash cash, equal to the same such fraction of multiplied by the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date on which the Right Certificate that would otherwise have evidenced such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence fraction of Section 1(j) hereofa Right was issued. (b) The Company shall not be required to issue fractions number of Preferred Shares (other than fractions that are to be issued by the Company to any Person upon the exercise of any Rights, if not an integral multiples multiple of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of , shall be rounded down to the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of nearest one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions In lieu of Preferred Shares in integral multiples of one one-thousandth (0.001) any fraction of a Preferred Share may, at the election of the Company, that would otherwise be evidenced issued by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that upon the holders exercise of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Shareany Rights, the Company shall pay to the registered holders holder of Rights Certificates at the time Right Certificate evidencing such Rights are exercised as herein provided an amount amount, in cash cash, equal to the same such fraction of multiplied by the current market value of a whole Preferred Share. For the purposes of this Section 14(b), the current market value of a whole Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common whole Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11(d)) for the Trading Day immediately prior to the date of such exercise. (c) The Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon provide that the exercise or exchange of Rights. In lieu holders of such fractional Common Sharesdepositary receipts shall have all the rights, the Company shall pay privileges and preferences to the registered holders of Rights Certificates at the time such Rights which they are exercised entitled as herein provided an amount in cash equal to the same fraction Beneficial Owners of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of Preferred Shares represented by such exercisedepositary receipts. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his or her such holder’s right to receive a Right Certificate evidencing any fractional Rights fraction of a Right or any fractional shares (a fraction of a Preferred Share, other than fractions that are an integral multiples multiple of one one-thousandth (0.001) hundredth of a Preferred Share) , upon the exercise of a any Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes purpose of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Common Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) third of a Preferred Common Share) upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Preferred Common Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) third of a Preferred Common Share). Interests in If, on the Distribution Date or thereafter, a Person would otherwise be entitled to receive a fractional Common Share (other than fractions of Preferred Shares in which are integral multiples of one one-thousandth (0.001) third of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Common Share), the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided an amount in cash equal to the same fraction (which is not an integral multiple of one-third of a Common Share) of the current market value of a Preferred one Common Share. For purposes of this Section 14(b15(b), the current market value of a Preferred Common Share shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Should any adjustment contemplated by Section 12(a)(ii) or any mandatory redemption and exchange contemplated by Section 25 occur, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Common Shares upon the exercise Shares. If after any such adjustment or exchange of Rights. In lieu of such mandatory redemption and exchange, a Person would otherwise be entitled to receive a fractional Common SharesShare of the Company upon exercise of any Right Certificate or upon mandatory redemption and exchange as contemplated by Section 25, the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided or upon such mandatory redemption and exchange an amount in cash equal to the same fraction of the current market value of a one Common Share. For purposes of this Section 14(c15(c), the current market value of a Common Share shall be the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or the date of such mandatory redemption and exchange. (d) The holder of a Right by the acceptance of the Right thereof expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) upon exercise or mandatory redemption and exchange of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as issuable determined pursuant to the second sentence of in accordance with Section 1(j) hereof11(d)(i). (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, depositary receipts pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, however, that if the Company issues depositary receipts pursuant to any such agreement, such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11(d)) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her such holder's right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, however, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand (1,000) multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged for Common Shares as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such If the Company shall determine not to issue fractional Rights, there the Company shall be paid pay, to the registered holders of the Rights Certificates with regard respect to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights Fair Market Value for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable, as determined pursuant to the second sentence issued) of Section 1(j) hereofone Right in lieu of issuing fractional Rights. (b) The Company shall not be required to issue fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share) upon exercise of the Rights or to distribute stock certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between If the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences determine not to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of issue fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share, the Company shall pay to the registered holders of the Rights Certificates at the time Rights represented thereby are exercised, in lieu of such Rights are exercised as herein provided fractional Preferred Shares, an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) Fair Market Value for the Trading Day immediately prior to the date of such exerciseexercise of one one-hundredth of a Preferred Share. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The Each holder of a Right Right, by accepting the acceptance of the Right same, expressly waives his such holder's right to receive or her right exercise any fractional Right or to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) Share upon the exercise of a Rightsuch Right (except as provided in this Section).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall permit the issuance and trading of Preferred Stock in fractional shares such that the smallest fractional share tradeable at any particular time shall equal the reciprocal of the Adjustment Number in effect at that particular time. The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number). Interests in fractions Fractions of shares of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) the reciprocal of a Preferred Sharethe Adjustment Number, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive the reciprocal of the Adjustment Number of one share of Preferred Stock upon the surrender of such scrip or warrants aggregating the reciprocal of the Adjustment Number of one share of Preferred Stock, or (ii) pay to the registered holders of Rights Certificates at the time such Rights Certificates are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of the current market value relevant closing price of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value relevant closing price of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price of a Common Share share of Preferred Stock (as determined pursuant to the second sentence of the definition of “Current Market Price” in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Equivalent Shares or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of product derived by multiplying (x) the current market value of a Common Share. For purposes of this Section 14(c)subject fraction, the current market value of a Common Share shall be by (y) the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of the definition of “Current Market Price” in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the his acceptance of the Right thereof expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as otherwise provided in this Agreement).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a share of Preferred Share Stock or Preferred Stock Equivalent may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the shares of Preferred Shares Stock or Preferred Stock Equivalent represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock or Preferred Stock Equivalent, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock or Preferred Stock Equivalent shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares or other securities of the Company is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying on such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute fractions of Rights, except prior to the Distribution Date as provided in Section 11(i) hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of issuing such fractional Rights, at the election of the Company, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-thousandth (0.001) of a Preferred Share) its capital stock upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares (other than than, in each case with respect to Preferred Stock or Equivalent Preferred Stock, fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock or Equivalent Preferred Stock, as the case may be). Interests in fractions Fractions of shares of Preferred Shares Stock or Equivalent Preferred Stock, as the case may be, in integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred Share Stock or Equivalent Preferred Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares Stock or the Equivalent Preferred Stock represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples shares, at the election of one one-thousandth (0.001) of a Preferred Sharethe Company, the Company there shall pay be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Shareshare of such capital stock. For purposes of this Section 14(b), the current market value of a Preferred Share share of such capital stock shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) such capital stock for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right Right, expressly waives his or her right to receive any fractional Rights or (except as provided in Section 14(b) hereof) any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) share upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) 14.1 The Company shall not be required to issue fractions of Rights (except prior to the Distribution Date in accordance with Section 11.14) or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a)14.1, the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) 14.2 The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by itthe Company; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners Beneficial Owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the each registered holders holder of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred ShareShare as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b)14.2, the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Preferred Share (as determined pursuant to the second sentence of Section 1(j) hereof11.4.1) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (c) 14.3 The Company closing price for any day shall be the last quoted price or, if not be required to issue fractions so quoted, the average of Common Shares the high bid and low asked prices as reported by the NYSE, or to distribute certificates which evidence fractional Common Shares upon if on any such date the exercise Rights or exchange of Rights. In lieu of such fractional Common Preferred Shares, as applicable, are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights or Preferred Shares, as applicable, selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable, on such date as determined by the Board of Directors of the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseused. (d) 14.4 The holder of a Right by the acceptance of the Right expressly waives his or her any right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided in this Section 14).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-one- thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-one- thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall -------- provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-one- thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the product equal to (x) one thousand thousandth multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred Share Stock or Preferred Stock Equivalent may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock or Preferred Stock Equivalent represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock or Preferred Stock Equivalent, the Company shall may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred ShareStock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Preferred Share Stock or Preferred Stock Equivalent shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock of the Company or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-hundredth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as determined pursuant reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the second sentence of Section 1(j) hereof.New (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-one- thousandth (0.001) of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between -38- 42 the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares represented by such depository receiptsStock. In lieu of fractional Preferred Shares shares that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of the Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of the Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price of a Common Share share of the Preferred Stock (as determined pursuant to the second sentence of Section 1(j) hereof11(d)(i) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as above provided).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions share of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock). In lieu of fractional issuing fractions of shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a Preferred Shareshare, the Company there shall pay be paid to the registered holders holder of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the then current market value of a share of Preferred ShareStock. For purposes of this Section 14(b), the then current market value of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing current market price of a Common Share (thereof as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) or Units upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-one- thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-one- thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of one a fraction of a Preferred Share (other than one-thousandth (0.0011/1,000) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12 or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes purpose of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth (0.0011/100) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth (0.0011/100) of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth hundredth (0.0011/100) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu If, on the Distribution Date or thereafter, as a result of fractional Preferred Shares that are not integral multiples any adjustment effected hereunder in the number of one one-thousandth hundredths (0.0011/100s) of a Preferred Share as to which a Right has become exercisable, a Person would otherwise be entitled to receive a fractional Preferred Share that is not an integral multiple of one one-hundredth (1/100) of a Preferred Share, the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Right is exercised as herein provided an amount in cash equal to the same fraction (which is not an integral multiple of one one-hundredth (1/100) of a Preferred Share) of the current market value of one Preferred Share. For purposes of this Section 15(b), the current market value of a Preferred Share shall be the Closing Price of a Preferred Share for the Trading Day immediately prior to the date of such exercise. (c) Should any adjustment contemplated by Section 12(a)(ii) occur, the Company shall not be required to issue fractions of Common Shares upon exercise of the Rights are or to distribute certificates which evidence fractional Common Shares. If after any such adjustment, a Person would otherwise be entitled to receive a fractional Common Share of the Company upon exercise of any Right Certificate, the Company shall, in lieu thereof, pay to such Person at the time such Right is exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c15(c), the current market value of a Common Share shall be the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right thereof expressly waives his his, her or her its right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a share of Preferred Share Stock or Preferred Stock Equivalent may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock or Preferred Stock Equivalent represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock or Preferred Stock Equivalent, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock or Preferred Stock Equivalent shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common Shares Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareStock. For purposes of this Section 14(c), the current market value of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as determined pursuant to reported in the second sentence of Section 1(j) hereof.principal consolidated transaction reporting system with (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) one- hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) one- hundredth of a Preferred Share, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise.purposes (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined in a manner similar to that of Common Stock pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth hundredth (0.0011/100th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For purposes of this Section 14(b), if any are outstanding and publicly traded (or the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise.Formula Number (c) The Company may, but shall not be required to to, issue fractions of shares of Common Shares Stock upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a one share of Common Share. For purposes Stock as of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The With respect to one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement), or any integral multiple thereof, represented by one or more whole Rights immediately prior to their exercise, the Company shall be required and, with respect to other fractions of a Preferred Share the Company may, but shall not be required required, to (i) issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which that evidence such fractional Preferred Shares or (other than fractions that are integral multiples ii) utilize a depositary arrangement as provided by the terms of this Rights Agreement and the Preferred Shares. Except with respect to one one-thousandth thousandths (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.0011/1,000ths) of a Preferred Share may(as such fraction may be adjusted as provided in this Rights Agreement), at the election of or any integral multiple thereof, represented by one or more whole Rights immediately prior to their exercise, the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In in lieu of issuing fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Shareshares, the Company shall may elect to pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the same fraction of the current market value of one Common Share times the Formula Number (as defined in the Certificate of Designation) if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably practicable, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which that evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The Each holder of a Right Rights by the acceptance of the Right such Rights expressly waives his or her such holder’s right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-one- thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-one- thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Corporation shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-one- thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions share of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock). In lieu of fractional issuing fractions of shares of Preferred Shares Stock that are not integral multiples of one one-thousandth (0.001) of a Preferred Shareshare, the Company there shall pay be paid to the registered holders holder of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the then current market value of a share of Preferred ShareStock. For purposes of this Section 14(b), the then current market value of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) the closing price of a Common Share (Current Market Price thereof as determined pursuant to the second sentence of Section 1(j11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Class A Rights or Class B Rights or to distribute Rights Right Certificates which evidence fractional Class A Rights or Class B Rights (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole Class A Right or Class B Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofappropriate. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Shareshare) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares shares (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Shareshare). Interests in In lieu of issuing fractions of shares of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company, be evidenced by depository receipts, shares pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-thousandth (0.001) hundredth of a Preferred Shareshare, if the Company does not issue such fractional shares or depositary receipts in lieu thereof, there shall pay be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value Fair Market Value of a share of Class A Preferred Share. For purposes of this Section 14(b)Stock or Class B Preferred Stock, the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseappropriate. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Shareshare) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional RightsRights . In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereofthis Agreement. (b) The Company Corporation shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company Corporation and a depository depositary selected by it; provided, that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company Corporation shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) times the closing price of a share of Common Share Shares (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company Corporation shall not be required to issue fractions of shares of Common Shares or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Shares, the Company Corporation shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common ShareShares. For purposes of this Section 14(c), the current market value of a share of Common Share Shares shall be the closing price of a share of Common Share Shares (as determined pursuant to the second sentence of Section 1(j) terms hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her such holder’s right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a whole Right shall be determined in the closing price same manner as the Current Market Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as a share of Common Stock shall be determined pursuant to the second sentence of Section 1(j11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock or Preferred Stock Equivalent (other than fractions that which are integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock). Interests in fractions Fractions of shares of Preferred Shares Stock in integral multiples of one one-thousandth (0.001) of a share of Preferred Share Stock or Preferred Stock Equivalent may, at the election of the Company, be evidenced by depository depositary receipts, pursuant to an appropriate agreement between the Company and a depository depositary selected by it; provided, provided that such agreement shall provide that the holders of such depository depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock or Preferred Stock Equivalent represented by such depository depositary receipts. In lieu of fractional shares of Preferred Shares Stock or Preferred Stock Equivalent that are not integral multiples of one one-thousandth (0.001) of a share of Preferred ShareStock or Preferred Stock Equivalent, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareStock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Stock or Preferred Stock Equivalent shall be (x) one thousand multiplied by (y) the closing price Current Market Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of a Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Shares Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such Common Shares upon the exercise Stock or exchange of RightsCommon Stock Equivalents or other securities. In lieu of fractional shares or units of such fractional Common SharesStock or Common Stock Equivalents or other securities, the Company shall may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value Current Market Value of a share or unit of such Common ShareStock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the current market value of a Common Share Current Market Value shall be determined in the closing price of a Common Share (as determined pursuant to the second sentence of manner set forth in Section 1(j11(d) hereof) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth hundredth (0.0011/100th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of the Rights Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The ---------------------------------------- Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of one a fraction of a Preferred Share (other than one-thousandth (0.0011/1,000) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b15(b), the current market value of a Preferred Share (or Common Share) shall be (x) one thousand multiplied by (y) the closing price of a Preferred Share (or Common Share Share) (as determined pursuant to the second sentence and third sentences of the definition of Market Value contained in Section 1(j) hereof1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to to, issue fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of RightsShares. In lieu of such fractional Common Shares, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a Common Share. For purposes of this Section 14(c), the current market value of a one Common Share shall be the closing price as of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c14(b), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j11(d) hereofof this Agreement) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payment. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined in a manner similar to that of Common Stock pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of a fraction of a Preferred Share (other than one one-thousandth (0.0011/1,000th) of a Preferred ShareShare or any integral multiple thereof), the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one Preferred Share. For purposes of this Section 14(b), if any are outstanding and publicly traded (or the Formula Number times the current market value of one share of Common Stock if the Preferred Shares are not outstanding and publicly traded). If, as a Preferred Share shall be (x) one thousand multiplied by (y) the closing price result of a Common Share (as determined an adjustment made pursuant to Section 12(a), the second sentence holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 1(j15(b) hereof) for the Trading Day immediately prior shall apply, as nearly as reasonably may be, on like terms to the date of such exerciseother securities. (c) The Company may, but shall not be required to to, issue fractions of shares of Common Shares Stock upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall may pay to the registered holders of Rights the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value Market Value of a one share of Common Share. For purposes Stock as of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as provided in this Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j1(i) hereof. (b) . The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) . The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j1(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) . The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a Person would otherwise be entitled to receive a Right Certificate evidencing a fractional Right, the Company shall, in lieu of such fractional Rightsthereof, there shall pay or cause to be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, Person an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a15(a), the current market value of a whole Right shall be the closing price Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share) upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share). Interests in If, on the Distribution Date or thereafter, a Person would otherwise be entitled to receive a fractional Preferred Share (other than fractions of Preferred Shares in which are integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.0011/1000th) of a Preferred Share), the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided an amount in cash equal to the same fraction (which is not an integral multiple of one one-thousandth (1/1000th) of a Preferred Share) of the current market value of a one Preferred Share. For purposes of this Section 14(b15(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price Closing Price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Should any adjustment contemplated by Section l2(a)(ii) or any mandatory redemption and exchange contemplated by Section 25 occur, the Company shall not be required to issue fractions of Common Preferred Shares upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Common Shares Preferred Shares. If after any such adjustment or mandatory redemption and exchange, a Person would otherwise be entitled to receive a fractional Preferred Share of the Company upon the exercise of any Right Certificate or upon mandatory redemption and exchange of Rights. In lieu of such fractional Common Sharesas contemplated by Section 25, the Company shall shall, in lieu thereof, pay to the registered holders of Rights Certificates such Person at the time such Rights are Right is exercised as herein provided or upon such mandatory redemption and exchange an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value Closing Price of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exerciseexercise or the date of such mandatory redemption and exchange. (d) The holder of a Right by the acceptance of the Right thereof expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) upon exercise or mandatory redemption and exchange of a Preferred Share) upon exercise of a RightRight (except as provided above).

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 8(p), or to distribute Rights Right Certificates which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the current market value price of a whole Right. For the purposes of this Section 14(a11(a), the current market value price of a whole Right shall be the closing price of a Right at the Rights close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable, as . The closing price of a Right for any day shall be determined pursuant to in the second sentence of manner set forth for the Common Stock in Section 1(j) hereof8(d)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a share of Preferred ShareStock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth (0.001) hundredth of a Preferred Share). Interests in fractions share of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred ShareStock, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value price of one one-hundredth of a share of Preferred ShareStock. For purposes of this Section 14(b11(b), the current market value price of one one-hundredth of a share of Preferred Share Stock shall be (x) one thousand multiplied by (y) one-hundredth of the closing price of a Common Share share of Preferred Stock (as determined pursuant to the second sentence of Section 1(j) hereof8(d)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of any Section 8(a)(ii) Event or Section 10 Event or upon any exchange pursuant to Section 20, the Company shall not be required to issue fractions of shares of Common Shares Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Shares upon the exercise or exchange of RightsStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value price of a share of Common ShareStock. For purposes of this Section 14(c11(c), the current market value price of a share of Common Share Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 1(j) hereof8(d)(i)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a RightRight except as permitted by this Section 11.