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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii). (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Certificates with regard to which such fractional fractions of 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 of the Rights 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 the Nasdaq Stock Market or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeExchange or the Nasdaq Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby 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 (selected by the Corporation, acting by resolution of its Board of Directors of the CompanyDirectors). If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Corporation, acting by resolution of its Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares fractional shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions Interests in fractions of Preferred Shares Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the CompanyCorporation, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of fractional Preferred Shares shares that are not integral multiples of one one-hundredth thousandth of a share of Preferred ShareStock, orthe Corporation shall pay to the registered holders of Right Certificates at the time such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock. For purposes of this Section 14(b), if a Right shall then be exercisable for a fraction other than one one-hundredth the current market value of a share of Preferred Share, integral multiples Stock shall be the closing price of that fractiona share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, the Company Corporation shall not be required to issue fractions of shares of its Common Stock upon exercise of the Rights or to distribute certificates or Ownership Statements which evidence fractional shares of its Common Stock. In lieu of fractional shares of its Common Stock, the Corporation may pay to the registered holders of 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 Preferred Shareshare of its Common Stock. For purposes of this Section 14(b14(c), the current market value of a Preferred Share one share of Common Stock of the Corporation shall be the closing price of a Preferred Share one share of Common Stock of the Corporation (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as otherwise permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights Rights, except before the Distribution Date as provided in Section 11(p), or to distribute Right Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the Right 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(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to before the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which that evidence fractions fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges privileges, and preferences to which they are entitled as beneficial owners of the shares of Preferred Shares Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to before the date of such exercise exercise. (c) Following the occurrence of one of the transactions or if the closing price is not determinable pursuant events specified in Section 11 giving rise to the second sentence right to receive Common Stock Equivalents (other than Preferred Stock) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares or units of such Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates that evidence fractional shares of such Common Stock Equivalents or other securities. In lieu of fractional shares or units of such Common Stock Equivalents or other securities, the Company 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 share or unit of such Common Stock Equivalent or other securities. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share such share or unit shall be determined pursuant in the manner set forth in Section 11(d)(i) with respect to Section 11(d)(ii)shares of Common Stock except that the current market price shall be determined by reference only to the Trading Day immediately before the date of such exercise. (cd) The Except as otherwise expressly provided herein, the holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-the counter market, as reported on by the Nasdaq National Market Association of Securities Dealers Automated Quotation System or the Nasdaq SmallCap Market or any similar other such system then in use or, if use. If on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rightsorganization, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu and shall be binding on the Rights Agent and the holders of the closing price for such dayRights. (b) The Company shall not be required to issue fractions of Preferred Shares (shares of Common Stock or other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights securities or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Shareshares, or, if a Right there shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay paid to the registered holders of the Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one Preferred Shareshare of Common Stock or one unit of other securities. For purposes of this Section 14(b14 (b), the current market value of a Preferred Share shall be the closing price of a Preferred Share one share or one unit (as determined pursuant to the second sentence of Section 11(d)(i) hereof11(d)) for the Trading Day immediately prior to the date of on which such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)fractional shares would have been otherwise issuable. (c) The holder of a Right by the acceptance of the Rights expressly waives such the holder's right to receive any fractional Rights or any fractional shares (shares, except as provided above) upon exercise of a Rightpermitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred ShareShare or, or if a Right shall then be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 PROVIDED, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof11(d)(ii)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 be 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 American Stock Exchange or, if the Rights are not listed or admitted to trading on the New York American Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used to determine the current market value of a Right for purposes of this Section 14(a). Notwithstanding anything in lieu this Section 14(a) to the contrary, prior to the Distribution Date, the current market value of the closing price Right for such daypurposes of this Section 14(a) shall be deemed to be zero. (b) The Company shall not be required to issue fractions of fractional interests in Preferred Shares (other than fractions that fractional interests which are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional interests in Preferred Shares (other than fractions that fractional interests which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Fractional interests in Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional interests in Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 any Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid as promptly as practicable to the registered holders of the 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price and shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) shares upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction)fractional shares. Fractions of Preferred Common Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsCommon Shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionshares, the Company may pay to the registered holders of 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 Preferred Common Share. For purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(e) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Certificates with regard to which such fractional fractions of 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. The closing price of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 (selected by the Company, acting by resolution of its Board of Directors Directors, which resolution shall be effective only with the concurrence of a majority of the CompanyContinuing Directors). If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Company, acting by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Company Continuing Directors), shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) Capital Stock or Capital Stock Equivalents upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionshares, the Company may pay to the registered holders 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 of one Preferred Shareshare of Capital Stock or Capital Stock Equivalent. For purposes of this Section 14(b), the current market value of a Preferred Share share of Capital Stock or Capital Stock Equivalent shall be the closing price of a Preferred Share share of Capital Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if the Rights are listed or admitted to trading on the New York Stock Exchange, the closing price for each 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby any such organizations, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company 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 (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of a Preferred Share one share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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, 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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(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 Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of Preferred Shares Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of Right 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 a share of Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (Stock as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii11(d). (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 to, but not including, 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or as reported on the NASDAQ Global Market, the NASDAQ Capital Market or the NASDAQ Global Select Market or, if the Rights are not listed or admitted to trading on any national securities exchangeexchange or reported on the NASDAQ Global Market, the NASDAQ Capital Market or the NASDAQ Global Select Market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 itreceipts; provided, provided however, that such agreement shall provide that the holders of such depositary receipts shall have all of the designations and the powers, preferences and rights, privileges and preferences the qualifications, limitations and restrictions to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing current per share market price of a the Preferred Share Shares (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to to, but not including, the date of such exercise (or, if not publicly traded, in accordance with Section 11(d)(ii) hereof). (c) Following the occurrence of one of the transactions or if the closing price is not determinable pursuant events specified in Section 11 hereof giving rise to the second sentence right to receive Common Shares, capital stock equivalents (other than Preferred Shares) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of Common Shares or units of such Common Shares, capital stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares, capital stock equivalents or other securities. In lieu of fractional Common Shares, capital stock equivalents or other securities, the Company shall pay to the registered holders of 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 Common Share or unit of such Common Shares, capital stock equivalents or other securities. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share shall be the current per share market price (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) for the Trading Day immediately prior to, but not including, the date of such exercise and, if such capital stock equivalent is not traded, each such capital stock equivalent shall have the value of one one-thousandth of a Preferred Share. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above); and (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 exercise 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 Rightcertificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may the Company shall pay or cause to be paid to the registered holders of the 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. The closing price for any day Trading 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 reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if such last sale price is not so quotedreported, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National NASDAQ Stock Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by a majority of the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by a majority of the Board of Directors of the Company shall be used used, which determination shall be described in lieu of a statement filed with the closing price Rights Agent and conclusive for such dayall purposes. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares Stock in integral multiples of one one-hundredth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred ShareStock, orthe Company may pay to the registered holders of Right Certificates at the time such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredths of a share of Preferred Stock. For purposes of this Section 14(b), if a Right shall then be exercisable for a fraction other than the current market value of one one-hundredth of a share of Preferred ShareStock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(f)(ii) hereof) for the Trading Day immediately prior to the date of such exercise; provided however, integral multiples that if the closing price of that fractionthe shares of the Preferred Stock cannot be so determined, the closing price of one share of the Preferred Stock for such Trading Day shall be conclusively deemed to be an amount equal to the closing price of one share of Common Stock for such Trading Day multiplied by one hundred (as such number may be appropriately adjusted by the Board of Directors, in its judgment, to reflect events such as stock splits, stock dividends, recapitalizations, or similar transactions relating to the Common Stock shares occurring after the date of this Agreement). (c) Following the occurrence of one of the transactions or events specified in Section 11 hereof giving rise to the right to receive common stock equivalents (other than Preferred Stock) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares or units of such common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such common stock equivalents or other securities. In lieu of fractional shares or units of such common stock equivalents or other securities, the Company may pay to the registered holders of 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 Preferred Sharea share or unit of such common stock equivalent or other securities. For purposes of this Section 14(b14(c), the current market value of a Preferred Share shall be determined in the closing price of a Preferred Share (as determined pursuant to the second sentence of manner set forth in Section 11(d)(i11(f) hereof) hereof for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The Except as otherwise expressly provided in this Section 14, the holder of a Right by the acceptance of the Rights Right expressly waives such holder's ’s right to receive any fractional Rights or any fractional share upon exercise of Rights. (e) Whenever a payment for fractional Rights or fractional shares (except as provided above) is to be made by the Rights Agent upon exercise of a Right, 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise other wise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Right. For the purposes purpose of this Section 14(a), the current market value 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price Closing Sale Price as reported on the NASDAQ National Market System or the NASDAQ Small Cap Market as the case may be or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of a share of Preferred Shares Stock (other than fractions that which are integral multiples of the one one-hundredth (1/100) of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares, fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth (1/100) of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of 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 one one-hundredth (1/100) of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value Current Market Value of one one-hundredth (1/100) of a share of Preferred Stock shall be one one-hundredth (1/100) of the closing price of a Preferred Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of a Common Share upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of 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 Common Share. For purposes of this Section 14(c), the Current Market Value of one Common Share shall be the closing price of a Preferred one Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq National SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred ShareShare or, or if a Right shall then be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provided, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof11(d)(ii)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 Exchangecase, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights Common Stock or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares (other than fractions that are integral multiples Common Stock upon the exercise or exchange of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsRights. In lieu of such fractional Preferred Shares that are not integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Stock, the Company may shall pay to the registered holders of 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 of one Preferred Share. For purposes a whole share of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share Common Stock (as determined pursuant to the second sentence of in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(aSECTION 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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if the Rights are listed or admitted to trading on the New York Stock Exchange, the closing price for each 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby any such organizations, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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(bSECTION 14(B), the current market value of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(iSECTION 11(D)(II) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence registered holders of Section 11(d)(i) hereofRights 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 share of Common Stock. For purposes of this SECTION 14(C), the current market value of a Preferred Share one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d)(ii)SECTION 11(D)(I) hereof) for the Trading Day immediately prior to the date of such exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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, 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Certificates with regard Persons to which such fractional Rights would otherwise be issuable an amount in cash equal to the same such 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 of the Rights for any day shall be be: (i) if 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 Rights are 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 Exchangea national securities exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading trading; or, (ii) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price sales price; or, (iii) if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use use; or, (iv) if on any such date the Rights are not so quoted or reportedby 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 selected by a majority of the Board of Directors of the Company. If Directors; or (v) if on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by a majority of the Board of Directors Directors, which determination shall be described in a statement filed with the Rights Agent and the holders of the Company shall be used in lieu of the closing price for such dayRights. (b) The Company shall not be required to issue fractions of Preferred Shares shares of Common Stock (or other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionsecurities) upon exercise of the Rights or to issue distribute certificates which evidence fractions such fractional shares of Preferred Shares Common Stock (or other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionsecurities). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of such fractional Preferred Shares that are not integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction Common Stock (or other than one one-hundredth of a Preferred Share, integral multiples of that fractionsecurities), the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the then current market value of one Preferred Shareshare of Common Stock (or other securities). For purposes of this Section 14(b), the current market value of a Preferred Share one share of Common Stock (or other securities) shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of term "closing price" is used in Section 11(d)(i11(d) hereof) of one share of Common Stock (or other securities) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right Right, by the acceptance of the Rights Right, expressly waives such holder's his or her right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the Right 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(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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if applicable, 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 reported by Nasdaq or such other system then in use and are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not reported by Nasdaq or such other system then in use and are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of Right 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 one-hundredth of a Preferred Share shall be the closing current market price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 to, but not including, 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or as reported on the Nasdaq National Market or Nasdaq SmallCap Market or, if the Rights are not listed or admitted to trading on any national securities exchangeexchange or reported on the Nasdaq National Market or Nasdaq SmallCap Market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 itreceipts; provided, provided however, that such agreement shall provide that the holders of such depositary receipts shall have all of the designations and the powers, preferences and rights, privileges and preferences the qualifications, limitations and restrictions to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing current per share market price of a the Preferred Share Shares (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to to, but not including, the date of such exercise (or, if not publicly traded, in accordance with Section 11(d)(ii) hereof). (c) Following the occurrence of one of the transactions or if the closing price is not determinable pursuant events specified in Section 11 hereof giving rise to the second sentence right to receive Common Shares, capital stock equivalents (other than Preferred Shares) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of Common Shares or units of such Common Shares, capital stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares, capital stock equivalents or other securities. In lieu of fractional Common Shares, capital stock equivalents or other securities, the Company shall pay to the registered holders of 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 Common Share or unit of such Common Shares, capital stock equivalents or other securities. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share shall be the current per share market price (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) for the Trading Day immediately prior to, but not including, the date of such exercise and, if such capital stock equivalent is not traded, each such capital stock equivalent shall have the value of one one-hundredth of a Preferred Share. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above); and (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 exercise 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 Rightcertificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National Market OTC Bulletin Board or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Common Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional Common Shares. In lieu of fractional Preferred Shares that are not integral multiples of one Common Shares, equal to one-hundredth half of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Share or less, the Company may shall pay to the registered holders of 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 Preferred Common Share. Any exercise of Rights that would entitle the holder thereof to receive any fraction of a Common Share greater than one-half of a Common Share shall be governed by Section 7(a) hereof. For purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. The closing price of a Right 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 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Common Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise or exchange of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional Common Shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Shares, the Company may shall pay to the registered holders of 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 one Preferred Common Share. For the purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right Right, by the acceptance of the Rights Right, expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above). (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 shall be fully protected in relying upon exercise 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 Rightcertificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute or cause the Rights Agent to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) shares upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionshares, the Company may pay to the registered holders of 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 Preferred Common Share. For purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates Rights Certificates, which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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(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 Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which that evidence fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of Right 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 Preferred Share. For the purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share shall be one one-thousandth of the closing price of a Preferred Share or, if unavailable, the appropriate price (in each case as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, 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. In lieu of fractional Common Shares, the Company 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 (1) Common Share. For purposes of this Section 14(c), the current market value one (1) Common Share shall be the closing price of a Preferred Share one (1) Common Share, or, if unavailable, the appropriate alternative price (in each case as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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 per Right 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 of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National Market, the Nasdaq Stock Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in reasonably and with good faith to the holders of Rights by the Board of Directors of the Company shall be used in lieu of and shall be binding on the closing price for such dayRights Agent. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) Common Stock upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, Common Stock the Company may pay to the registered holders of 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 Preferred Shareshares of Common Stock. For purposes of this Section 14(b15(b), the current market value of a Preferred Share one share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise exercise. (c) Following the occurrence of one of the transactions or if the closing price is not determinable pursuant events specified in Section 11 or Section 13 giving rise to the second sentence right to receive common stock equivalents (other than Common Stock) or other securities upon the exercise of Section 11(d)(i) hereofa Right, the Company shall not be required to issue fractions of shares or units of such common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such common stock equivalents or other securities. In lieu of fractional shares or units of such common stock equivalents or other securities, the Company 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 Preferred Share share or unit of such common stock equivalent or other securities. For purposes of this Section 15(c), the current market value shall be determined pursuant in the manner set forth in Section 11(d) hereof for the Trading Day immediately prior to Section 11(d)(ii)the date of such exercise and, if such common stock equivalent is not traded, each such common stock equivalent shall have the value of one share of Common Stock. (cd) The Except as otherwise expressly provided herein, the holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day Trading 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-over the counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used used, which determination shall be described in lieu a statement filed with the Rights Agent that shall be binding on the Rights Agent and holders of the closing price for such dayRights. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence 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 (1) share of Common Stock. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) 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 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 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 may but 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 Right Rights Certificates which evidence fractional Rights. In If the Company shall determine not to issue fractional rights, then in lieu of such fractional Rights, unless prohibited by the terms of any agreement to which the Company is a party on the date of this Agreement (or, if the Board of Directors so determines, after the date of this Agreement), there may shall be paid to the registered holders of the Right 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, and if the Company is prohibited from paying cash in lieu of fractional Rights then the Company shall round up the fractional Rights to the next highest number of whole Rights so that Rights Certificates represent only whole numbers of Rights. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights such Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the Company. If on any such date the Rights are not so listed, traded or quoted, and no such market maker is then making a market in the Rights, the current market value of a Right on such date shall mean the fair value of the Rights Right on such date as determined in good faith by the Board of Directors of the Company Company, whose determination shall be used described in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of statement filed with the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right Agent and shall be then exercisable conclusive for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)purposes. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-the- counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyCompany (upon the approval of a majority of the Continuing Directors). If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) hereof for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight (except as expressly provided above).

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 Right Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day Trading 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used used, which determination shall be described in lieu of a statement filed with the closing price Rights Agent and, in relation to the Rights Agent shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates that evidence fractional shares of Preferred Stock (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions share of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of the issuance of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for on the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence 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 (1) share of Common Stock. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise. (cd) Whenever a payment for fractional Rights or any 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. (e) The holder of a Right by the acceptance of the Rights expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Rights, except prior to the Distribution Date as provided in Section 11(p), or to distribute Right Certificates which evidence fractional Rights. In lieu of any such fractional Rights, there may be paid the Company shall pay to the registered holders of the 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 price of a whole Right. For the purposes of this Section 14(a), the current market value price of a whole Right shall be the closing price of the Rights a Right for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company, or, if at the time of such selection there is an Acquiring Person, by a majority of the Continuing Directors. If on any such date no such market maker is making a market in the Rights, the fair value current market price of the Rights on such date shall be as determined in good faith by the Board of Directors of the Company shall be used in lieu Company, or, if at the time of such determination there is an Acquiring Person, by a majority of the closing price for such dayContinuing Directors. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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(b), the current market value price of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of any Triggering Event or upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of 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 price of a share of Common Stock. For purposes of this Section 14(c), the current market price of a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if the Rights are listed or admitted to trading on the New York Stock Exchange, the closing price for each 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby any such organizations, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-hundredth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence registered holders of Section 11(d)(i) hereof, 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 shall be determined pursuant to Section 11(d)(ii). one (c1) The holder share of a Right by the acceptance Common Stock. For purposes of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a Right.this

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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if the Rights are listed or admitted to trading on the New York Stock Exchange, the closing price for each 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted on NASDAQ, or reportedby any such organizations, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Class A Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Class A Common Stock. In lieu of fractional shares of Class A Common Stock, 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 share of Class A Common Stock. For purposes of this Section 14(c), the current market value of one share of Class A Common Stock shall be the closing price of a Preferred Share one share of Class A Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) 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, 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 Trust shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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), Subsection ---------- 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by The Nasdaq National Market Stock Market, Inc. or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors Trust Managers of the CompanyTrust. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors Trust Managers of the Company Trust shall be used in lieu of the closing price for such dayused. (b) The Company Trust shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one- hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the CompanyTrust, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company Trust and a depositary selected by it; provided, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right the Trust shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For the purposes of this Section Subsection 14(b), the current market value of a Preferred Share shall ---------------- be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section Subsection 11(d)(i) hereof) for the Trading Day ------------------- immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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(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 of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby such an organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) Common Stock upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsCommon Stock. In lieu of fractional Preferred Shares that are not integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Stock, the Company may pay to the registered holders of Right 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 Current Market Value of one Preferred Shareshare of Common Stock. For purposes of this Section 14(b), the current market value Current Market Value of a Preferred Share one share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's his or her right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one onetwo-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one onetwo-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one onetwo-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one onetwo-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one onetwo-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one onetwo-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one onetwo-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one onetwo-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii). (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 be 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the Nasdaq National Market or, if not so listed, on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on the Nasdaq National Market or any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used to determine the current market value of a Right for purposes of this Section 14(a). Notwithstanding anything in lieu this Section 14(a) to the contrary, prior to the Distribution Date, the current market value of the closing price Right for such daypurposes of this Section 14(a) shall be deemed to be zero. (b) The Company shall not be required to issue fractions of Preferred fractional interests in Common Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares fractional interests in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsCommon Shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractioninterests in Common Shares, the Company may shall pay to the registered holders of 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 Preferred Common Share. For purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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. 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale priceprice on such day, regular way, or, way or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, in either case as reported reporte d 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, exchange the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by a majority of the Continuing Directors (o r if no Continuing Directors are then in office, the Board of Directors of the Company). If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by a majority of the Continuing Directors (or if no Continuing Directors are then in office, the Board of Directors of the Company Company), whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be binding and conclusive for such dayall purposes. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples multiple s of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, 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 a full one one-thousandth of a share of Preferred Stock upon the surrender of such scrip or warrants aggregating a full one one-thousandth of a share of Preferred Stock, or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii).exercise (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company’s Common Stock (d) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a Right.Right (except as otherwise provided in this Agreement)

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(o) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the Right 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(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 of the Rights for any day shall be the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if applicable, 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 reported by Nasdaq or such other system then in use and are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not reported by Nasdaq or such other system then in use and are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 the closing current market price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing Company 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 price is not determinable of one (1) share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii). (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 of the Rights 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 American Stock Exchange or, if the Rights are not listed or admitted to trading on the New York American Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair current market value of the Rights on such date shall be as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayCompany. (b) The Company may, but shall not be required to to, issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth (1/1,000th) of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions In lieu of fractional shares of Preferred Shares in Stock that are not integral multiples of one one-hundredth thousandth (1/1,000th) of a share of Preferred Share orStock, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction the Company may, at the election of the Companyits election, be evidenced by issue depositary receipts evidencing fractions of shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-hundredth thousandth (1/1,000th) of a Preferred Share, orshare, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii). (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a Right.record

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale priceprice on such day, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by a majority of the Board of Directors of the Company. If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by a majority of the Board of Directors of the Company Company, whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be binding and conclusive for such dayall purposes. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, 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 a full one one-thousandth of a share of Preferred Stock upon the surrender of such scrip or warrants aggregating a full one one-thousandth of a share of Preferred Stock, or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company's Common Stock. (d) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional RightsRights existing or arising subsequent to the Distribution Date, there may shall be paid to the registered holders of the 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 Current Market Value of a whole Right. For the purposes of this Section 14(a15(a), the current market value 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 of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by FINRA or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the Company. If on any such date Rights are not quoted by any such organization and no such professional market maker is making such a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions fractional interests in the shares of Preferred Shares Stock (other than fractions that fractional interests which are integral multiples of one one-hundredth thousandth (1/1000th) of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional interests in shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth (1/1000th) of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions Fractional interests in shares of Preferred Shares Stock in integral multiples of one one-hundredth thousandth (1/1000th) of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional interests in shares of Preferred Shares that Stock, the Company shall pay to the registered holders of Right Certificates at the time such Right Certificates are not integral multiples exercised as herein provided an amount in cash equal to the same fraction of the Current Market Value of one one-hundredth share of a Preferred Share, or, if a Right Stock or other securities of the Company on the date of exercise. (c) The Company shall then not be exercisable for a fraction other than one one-hundredth required to issue fractions of a Preferred Share, integral multiples shares of that fraction, Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock the Company may pay to the registered holders of Right 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 Current Market Value of one Preferred Share. For purposes share of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to Common Stock on the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights subsequent to the Distribution Date, or any fractional shares share of Preferred Stock upon exercise of Rights (except as provided above) 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), or to distribute Right Certificates which evidence fractional Rights. In lieu of any such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right Certificates 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(a), the current market value price of a whole Right shall be the closing price of the Rights a Right for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the Company, or, if at the time of such selection there is an Acquiring Person, by a majority of the Continuing Directors. If on any such date no such market maker is making a market in the Rights, the fair value current market price of the Rights Right on such date shall be as determined in good faith by the Board of Directors of the Company shall be used in lieu Company, or, if at the time of such determination there is an Acquiring Person, by a majority of the closing price for such dayContinuing Directors. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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(b), the current market value price of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of any Triggering Event or upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of 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 price of a share of Common Stock. For purposes of this Section 14(c), the current market price of a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight 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 Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 before 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred ShareShare or, or if a Right shall then be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 PROVIDED, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to before the date of such exercise or or, if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof), the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii). (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, at the election of the Company, there may shall be paid to the registered holders of the Right Certificates with regard to which such fractional fractions of 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-over- the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby any such organization, the average of the closing bid and asked prices as furnished by a professional market maker (selected by the Board of Directors) making a market in the Rights selected by the Board of Directors of the CompanyRights. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date date, as determined in good faith by the Board of Directors of the Company Directors, shall be used used, whose determination shall be described in lieu of a statement filed with the closing price Rights Agent and shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights Rights, or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided PROVIDED that such agreement shall provide that the holders of such 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 depositary receiptsShares. In lieu of With respect to fractional Preferred Shares that are not integral multiples of one one-one- hundredth of a Preferred Share, orif the Company does not issue fractional shares of depositary receipts in lieu thereof, if a the Company shall pay to the registered holders of Right shall then be exercisable for a Certificates at EXHIBIT 4.1 the time such Rights are exercised as herein provided an amount in cash equal to the same fraction other than of the current market value of one one-hundredth of a Preferred Share. For purposes of this Section 14(b), integral multiples the current market value of that fractionone one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of Preferred Shares (as determined pursuant to Section 11(d)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Class A Common Shares upon exercise of the Rights pursuant to Section 11(a)(ii) or 12(a) or to distribute certificates which evidence fractional Class A Common Shares. In lieu of fractional Class A Common Shares, the Company may pay to the registered holders of 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 Preferred Class A Common Share. For the purposes of this Section 14(b14(c), the current market value of a Preferred one Class A Common Share shall be the closing price of a Preferred Class A Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right Right, by the acceptance of the Rights such Right, expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale priceprice on such day, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by a majority of the Board of Directors of the Company. If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by a majority of the Board of Directors of the Company Company, whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be final, binding and conclusive for such dayall purposes. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-one- hundredth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock 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 provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred ShareStock, or, if the Company may at its option (i) issue scrip or warrants in registered form (either represented by a Right certificate or uncertificated) or in bearer form (represented by a certificate) which shall then be exercisable for entitle the holder to receive a fraction other than full one one-hundredth of a share of Preferred ShareStock upon the surrender of such scrip or warrants aggregating a full one one-hundredth of a share of Preferred Stock, integral multiples of that fraction, the Company may or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company's Common Stock. (d) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a Share or such other fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractiondetermined pursuant to Section 11(n) hereof) upon exercise of the Rights or to issue distribute certificates which (or make book entry notations) that evidence fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, Share or if a Right shall be then exercisable for a such other fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractiondetermined pursuant to Section 11(n) hereof). Fractions of Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the each registered holders holder of 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 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 the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's any right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above). (d) Whenever a payment for fractional Rights or fractional shares or other securities 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/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 exercise 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 or other securities under any Section of this Agreement relating to the payment of fractional Rights or fractional shares or other securities unless and until the Rights Agent shall have received such a Rightcertificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National Market OTC Bulletin Board or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Common Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional Common Shares. In lieu of fractional Preferred Shares that are not integral multiples of one Common Shares, equal to one-hundredth half of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Share or less, the Company may shall pay to the registered holders of 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 Preferred Common Share. Any exercise of Rights that would entitle the holder thereof to receive any fraction of a Common Share greater than one-half of a Common Share shall be governed by Section 7(a) hereof. For purposes of this Section 14(b), the current market value of a Preferred Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, at the election of the Company, there may shall be paid to the registered holders of the Right Certificates with regard to which such fractional fractions of 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-over- the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby any such organization, the average of the closing bid and asked prices as furnished by a professional market maker (selected by the Board of Directors) making a market in the Rights selected by the Board of Directors of the CompanyRights. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date date, as determined in good faith by the Board of Directors of the Company Directors, shall be used used, whose determination shall be described in lieu of a statement filed with the closing price Rights Agent and shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights Rights, or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided PROVIDED that such agreement shall provide that the holders of such 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 depositary receiptsShares. In lieu of With respect to fractional Preferred Shares that are not integral multiples of one one-one- hundredth of a Preferred Share, orif the Company does not issue fractional shares of depositary receipts in lieu thereof, if a the Company shall pay to the registered holders of Right shall then be exercisable for a Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction other than of the current market value of one one-hundredth of a Preferred Share. For purposes of this Section 14(b), integral multiples the current market value of that fractionone one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of Preferred Shares (as determined pursuant to Section 11(d)(ii)) 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 upon exercise of the Rights pursuant to Section 11(a)(ii) or 12(a) or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of 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 Preferred Common Share. For the purposes of this Section 14(b14(c), the current market value of a Preferred one Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right Right, by the acceptance of the Rights such Right, expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid pay to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company may, but shall not be required to to, issue fractions of Preferred Shares upon exercise of the Rights or distribute certificates which evidence fractional Preferred Shares. In lieu of fractional Preferred Shares, the Company may elect to (other than fractions that are integral multiples i) utilize a depository arrangement as provided by the terms of one one-hundredth the Preferred Shares or (ii) in the case of a fraction of a Preferred Share, or, if a Right shall then be exercisable for a fraction Share (other than one one-hundredth of a Preferred ShareShare or any integral multiple thereof), integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 a whole Preferred Share, if any are outstanding and publicly traded (or the Formula Number (as such term is defined in Section 2 of the Certificate of Designations) then in effect by the current market value of a whole Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b), the current market value of a Preferred Share (or Common Share) shall be the closing price of a Preferred Share (or Common Share) (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable exercise. If, as a result of an adjustment made pursuant to the second sentence of Section 11(d)(i) 11 hereof, the current market value holder of a any Right thereafter exercised shall become entitled to receive any securities other than Preferred Share Shares, the provisions of this Section 14(b) shall be determined pursuant apply, as nearly as reasonably may be, on like terms to Section 11(d)(ii)such other securities. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (upon exercise or exchange of a Right except as provided above) upon exercise of a Rightin this Section 14.

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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of a Right for any day Trading Day shall be (i) the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the OTCBB or such other quotation system then in use, or, if on any such date the Rights 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 selected by the Board of Directors of the Company, or (ii) if the Rights are listed or admitted for trading on any national securities exchange, 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 the Rights listed or admitted to for trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading such on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any such national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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 oneten-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one oneten-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one oneten-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 ten-thousandth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of one ten-thousandth of a share of Preferred Share Stock shall be one ten-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence 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 1 share of Common Stock. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional 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) or 11(f) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there may shall be paid to the registered holders of record of the 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(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 new York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company company shall be used in lieu of the closing price for such dayused. (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-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionshare) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares fractional shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionshare). Fractions In lieu of issuing fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share orStock, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction the Company may, at the election of the Companyits election, be evidenced by issue depositary receipts evidencing fractions of shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-one- hundredth of a Preferred Share, orshare, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of 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 per share market value of one Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii11(d)) of a share of Preferred Stock. (c) The holder of a Right by the acceptance of the Rights a Right expressly waives such holder's his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (except as provided aboveother than fractions which are integral multiples of one one-hundredth of a 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale price, regular way, on such day, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter marketmarket on such day, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar by a system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by a majority of the Board of Directors of the CompanyCompany (which selection shall be final, binding and conclusive for all purposes). If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by a majority of the Board of Directors of the Company Company, whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be final, binding and conclusive for such dayall purposes. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock 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 provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred ShareStock, or, if the Company may at its option (i) issue scrip or warrants in registered form (either represented by a Right certificate or uncertificated) or in bearer form (represented by a certificate) which shall then be exercisable for entitle the holder to receive a fraction other than full one one-hundredth of a share of Preferred ShareStock upon the surrender of such scrip or warrants aggregating a full one one-hundredth of a share of Preferred Stock, integral multiples of that fraction, the Company may or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of “Current Market Price” in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company’s Common Stock. (d) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) 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 except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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 the 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 high bid and low asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed by NASDAQ 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of used. In the event the Rights are listed or admitted to trading on a national securities exchange, 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 high bid and low asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to the national securities exchange on which the Rights are listed or admitted to trading. (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 hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-one hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-one hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 Stock. For purposes of this Section 14(b), the current market value of one-one hundredth of a share of Preferred Stock shall be one-one hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the events specified in Section 11 giving rise to the right to receive Common Stock, common stock equivalents or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares of Common Stock, common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock, common stock equivalents or other securities. In lieu of fractional shares of Common Stock, common stock equivalents or other securities the Company 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 Preferred Share(1) share of Common Stock, common stock equivalents or other securities. For purposes of this Section 14(b14(c), the current market value of a Preferred Share one share of Common Stock shall be the closing price of a Preferred Share one share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 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 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Preference Shares (other than fractions that which are integral multiples of one one-hundredth 1/1,000ths of a Preferred Preference Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred fractional Preference Shares (other than fractions that which are integral multiples of one one-hundredth 1/1,000th of a Preferred Preference Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Preference Shares in integral multiples of one one-hundredth 1/1,000th of a Preferred Preference Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Preference Shares represented by such depositary receipts. In lieu of fractional Preferred Preference Shares that are not integral multiples of one one-hundredth 1/1,000th of a Preferred Preference Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Preference Share. For the purposes of this Section 14(b), the current market value of a Preferred Preference Share shall be the closing price of a Preferred Preference Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of issuing such fractional Rights, at the election of the Company, there may shall be paid to the registered holders of the Right Certificates Rights with regard to which such fractional Rights 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 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 of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading trading, or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price orprice, or if not so quoted, the average of the high bid and low asked prices priced in the over-the-counter market, as reported on by the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) its capital stock upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares. In lieu of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction mayfractional shares, at the election of the Company, there shall be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay paid to the registered holders of Right Certificates Rights 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 Preferred Sharea share 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 the closing price Closing Price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) such capital stock for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right Right, by the acceptance of the Rights such Right expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided abovein Section 14(b) hereof) any fractional Rights 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid pay to the registered holders of the 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market NYSE or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (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-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsShares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depositary arrangement as provided by the terms of the Preferred Shares that are not integral multiples or (ii) in the case of one one-hundredth a fraction of a Preferred Share, or, if a Right shall then be exercisable for a fraction Share (other than one one-hundredth thousandth of a Preferred ShareShare or any integral multiple thereof), integral multiples of that fraction, the Company may pay to the registered holders of 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 a whole Preferred Share, if any are outstanding and publicly traded (or the Formula Number (as such term is defined in Section 2 of the Certificate of Designations) then in effect times the current market value of a whole Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 14(b), the current market value of a Preferred Share (or Common Share) shall be the closing price of a Preferred Share (or Common Share) (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable exercise. If, as a result of an adjustment made pursuant to the second sentence of Section 11(d)(i) 11 hereof, the current market value holder of a any Right thereafter exercised shall become entitled to receive any securities other than Preferred Share Shares, the provisions of this Section 14(b) shall be determined pursuant apply, as nearly as reasonably may be, on like terms to Section 11(d)(ii)such other securities. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (upon exercise or exchange of a Right except as provided above) upon exercise of a Rightin this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may the Company shall pay or cause to be paid to the registered holders of the 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. The closing price for any day Trading 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 reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if such last sale price is not so quotedreported, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National NASDAQ Stock Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by a majority of the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by a majority of the Board of Directors of the Company shall be used used, which determination shall be described in lieu of a statement filed with the closing price Rights Agent and conclusive for such dayall purposes. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares Stock in integral multiples of one one-hundredth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth of a share of Preferred ShareStock, orthe 16 Company may pay to the registered holders of Right Certificates at the time such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredths of a share of Preferred Stock. For purposes of this Section 14(b), if a Right shall then be exercisable for a fraction other than the current market value of one one-hundredth of a share of Preferred ShareStock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(f)(ii) hereof) for the Trading Day immediately prior to the date of such exercise; provided however, integral multiples that if the closing price of that fractionthe shares of the Preferred Stock cannot be so determined, the closing price of one share of the Preferred Stock for such Trading Day shall be conclusively deemed to be an amount equal to the closing price of one share of Common Stock for such Trading Day multiplied by one hundred (as such number may be appropriately adjusted by the Board of Directors, in its judgment, to reflect events such as stock splits, stock dividends, recapitalizations (other than the Recapitalization), or similar transactions relating to the Common Stock shares occurring after the date of this Agreement). (c) Following the occurrence of one of the transactions or events specified in Section 11 hereof giving rise to the right to receive common stock equivalents (other than Preferred Stock) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares or units of such common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such common stock equivalents or other securities. In lieu of fractional shares or units of such common stock equivalents or other securities, the Company may pay to the registered holders of 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 Preferred Sharea share or unit of such common stock equivalent or other securities. For purposes of this Section 14(b14(c), the current market value of a Preferred Share shall be determined in the closing price of a Preferred Share (as determined pursuant to the second sentence of manner set forth in Section 11(d)(i11(f) hereof) hereof for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The Except as otherwise expressly provided in this Section 14, the holder of a Right by the acceptance of the Rights Right expressly waives such holder's ’s right to receive any fractional Rights or any fractional share upon exercise of Rights. (e) Whenever a payment for fractional Rights or fractional shares (except as provided above) is to be made by the Rights Agent upon exercise of a Right, 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 Right Rights Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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(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 of the Rights 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 Nasdaq National Market or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq National Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange or Nasdaq Market on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq a system used by The National Market Association of Securities Dealers Inc. or the Nasdaq SmallCap Market or any similar such other system then in use selected by the Board of Directors of the Company or, if on any such date the Rights are not so quoted by any such organization or reportedsystem, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Common Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which that evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsfractional Common Shares. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionCommon Shares, the Company may pay to the registered holders of Right 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 Preferred Common Share. For purposes of this Section 14(b), the current market value of a Preferred one Common Share shall be the closing price of a Preferred one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights thereof expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) Common Shares upon exercise 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 Right Certificates which evidence fractional RightsRights (except prior to the Distribution Date in accordance with Section 11(n) hereof). In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions Interests in fractions of Preferred Shares Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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 one a whole share of Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to the second sentence of in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exercise or if exchange. (c) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the closing price is not determinable pursuant exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the second sentence registered holders of Section 11(d)(i) hereof, the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a Preferred Share shall be whole share of Common Stock (as determined pursuant in accordance with Section 14(a) hereof) for the Trading Day immediately prior to Section 11(d)(ii)the date of such exercise or exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right (except as provided above) 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), or to distribute Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Rights otherwise would otherwise be 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(a), the current market value price of a whole Right shall be the closing price of the Rights a Right for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right 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 Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on by the Nasdaq National Market Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value current market price of the Rights on such date shall be as determined in good faith by the Board Board, or, if at the time of Directors of the Company shall be used in lieu of the closing price for such daydetermination there is an Acquiring Person, by a nationally recognized investment banking firm. (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-hundredth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which that evidence fractions fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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(b), the current market value price of one one-hundredth of a share of Preferred Share Stock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of any Triggering Event or upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of such Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of 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 price of a share of Common Stock. For purposes of this Section 14(c), the current market price of a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight 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, 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Certificates 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(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 Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high high-bid and low low-asked prices in the over-the-the- counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the Company, upon approval by a majority of the Continuing Directors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company Company, upon approval by a majority of the Continuing Directors, shall be used in lieu used. If the Rights are not publicly traded, the current market value of a whole Right shall equal the difference between the closing price for such dayof a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) less the current Purchase Price, multiplied by 1000. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of Right 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if exercise. If the closing price is Preferred Shares are not determinable pursuant to the second sentence of Section 11(d)(i) hereofpublicly traded, the current market value of a Preferred Share shall be determined pursuant to in accordance with Section 11(d)(ii)) hereof. (c) The holder of a Right Right, by the acceptance of the Rights Right, expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 Nasdaq or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the Company, upon approval by a majority of the Continuing Directors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company Company, upon approval by a majority of the Continuing Directors, shall be used in lieu used. If the Rights are not publicly traded, the current market value of a whole Right shall equal the difference between the closing price for such dayof a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) less the current Purchase Price, multiplied by 100. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; PROVIDED, provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if exercise. If the closing price is Preferred Shares are not determinable pursuant to the second sentence of Section 11(d)(i) hereofpublicly traded, the current market value of a Preferred Share shall be determined pursuant to in accordance with Section 11(d)(ii)) hereof. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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 of the Rights 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 American Stock Exchange or, if the Rights are not listed or admitted to trading on the New York American Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair current market value of the Rights on such date shall be as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayCompany. (b) The Company may, but shall not be required to to, issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth (1/1,000th) of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions In lieu of fractional shares of Preferred Shares in Stock that are not integral multiples of one one-hundredth thousandth (1/1,000th) of a share of Preferred Share orStock, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction the Company may, at the election of the Companyits election, be evidenced by issue depositary receipts evidencing fractions of shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of With respect to fractional Preferred Shares shares that are not integral multiples of one one-hundredth thousandth (1/1,000th) of a Preferred Share, orshare, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of record of 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 the closing price of a Preferred Share share of Common Stock (as determined pursuant to Section 11(b)(i)) for the second sentence Trading Day immediately prior to the date of such exercise. (c) Following any exchange pursuant to Section 11(d)(i) hereof24, the Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Right Certificates at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(b)(i)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) 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), or to distribute Right Certificates which that evidence fractional Rights. In lieu of any such fractional Rights, there may be paid the Company shall pay to the registered holders of the 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 price of a whole Right. For the purposes of this Section 14(a), the current market value price of a whole Right shall be the closing price of the Rights a Right for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right 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 The NASDAQ Stock Exchange Market LLC or, if the Rights are not listed or admitted to trading on the New York The NASDAQ Stock ExchangeMarket LLC, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or by any similar system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value current market price of the Rights on such date shall be as determined in good faith by the Board of Directors Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Company Board of Directors), which determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be conclusive for such dayall purposes. (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-hundredth thousandths of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which that evidence fractions fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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-thousandth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value price of one one-thousandth of a share of Preferred Share Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of any Triggering Event or upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of 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 price of a share of Common Stock. For purposes of this Section 14(c), the current market price of a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of fractional Rights or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale priceprice on such day, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, 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 NYSE or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by a majority of the Board of Directors of the Company. If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by a majority of the Board of Directors of the Company Company, whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be final, binding and conclusive for such dayall purposes. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock 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 provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, 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 a full one one-thousandth of a share of Preferred Stock upon the surrender of such scrip or warrants aggregating a full one one-thousandth of a share of Preferred Stock, or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company's Common Stock. (d) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the 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 be 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 Nasdaq National Market or the Nasdaq SmallCap Market, or, if the Rights rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq National Market or the Nasdaq SmallCap Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used to determine the current market value of a Right for purposes of this Section 14(a). Notwithstanding anything in lieu this Section 14(a) to the contrary, prior to the Distribution Date, the current market value of the closing price Right for such daypurposes of this Section 14(a) shall, for all purposes hereof, be deemed to be zero. (b) The Company shall not be required to issue fractions fractional interests of Preferred Shares upon exercise of the Rights or to distribute certificates which evidence fractional interests in Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts depository receipt, pursuant to an appropriate agreement between the Company and a depositary the depository selected by it, provided ; PROVIDED that such agreement shall must provide that the holders of such depositary depository receipts shall will have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof11(d)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above) 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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there the Company may be paid at its option pay to the registered holders of the Right Rights Certificates with regard respect 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 a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been otherwise issuable. The closing price for any day Trading Day shall be the last sale priceprice on such day, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date day the Rights are not so quoted or reportedby any such system, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date day no such market maker is making a market in the Rights, the fair current market value of the Rights on such date as day shall be determined in good faith by the Board of Directors of the Company Company, whose determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be binding and conclusive for such dayall purposes. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, 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 a full one one-thousandth of a share of Preferred Stock upon the surrender of such scrip or warrants aggregating a full one one-thousandth of a share of Preferred Stock, or (ii) pay to the registered holders of Right 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 of one a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 11(d)(i) hereof1) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the his acceptance of the Rights thereof expressly waives such holder's any right to receive any fractional Rights or any fractional shares (except as provided above) 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 (except prior to the Distribution Date in accordance with Section 11(n) hereof) or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required to issue fractions of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares Stock) upon the exercise or exchange of Rights. Interests in fractions of Preferred Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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 one a whole share of Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share Stock (as determined pursuant to the second sentence of in accordance with Section 11(d)(i14(a) hereof) for the Trading Day immediately prior to the date of such exercise or if exchange. (c) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the closing price is not determinable pursuant exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the second sentence registered holders of Section 11(d)(i) hereof, the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a Preferred Share shall be whole share of Common Stock (as determined pursuant in accordance with Section 14(a) hereof) for the Trading Day immediately prior to Section 11(d)(ii)the date of such exercise or exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right (except as provided above) 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), or to distribute Right Certificates which that evidence fractional Rights. In lieu of any such fractional Rights, there may be paid the Company shall pay to the registered holders of the 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 price of a whole Right. For the purposes of this Section 14(a), the current market value price of a whole Right shall be the closing price of the Rights a Right for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right 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 Nasdaq Global Select Market or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNasdaq Global Select Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value current market price of the Rights on such date shall be as determined in good faith by the Board of Directors Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Company Board of Directors), which determination shall be used described in lieu of a statement filed with the closing price Rights Agent and shall be conclusive for such dayall purposes. (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 oneten-hundredth thousandths of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which that evidence fractions fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one oneten-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of any such fractional shares of Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of 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 ten-thousandth of a share of Preferred ShareStock. For purposes of this Section 14(b), the current market value price of one ten-thousandth of a share of Preferred Share Stock shall be one ten-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of any Triggering Event or upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of 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 price of a share of Common Stock. For purposes of this Section 14(c), the current market price of a share of Common Stock shall be the closing price of a Preferred Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exchange. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the 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. The closing price for any day shall be the last sale price, regular wayway reported at or prior to 4:00 p.m., New York City time, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular wayway reported at or prior to 4:00 p.m., New York City time, in either case 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price reported at or prior to 4:00 p.m., New York City time, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market at or the Nasdaq SmallCap Market prior to 4:00 p.m., New York City time, by NASDAQ or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby any such organization, the average of the closing bid and asked prices reported at or prior to 4:00 p.m., New York City time as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the CompanyDirectors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayused. (b) The Company shall not be required hereunder to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of 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-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth thousandth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth thousandth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall pay to the registered holders of 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 Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise exercise. (c) The Company shall not be required to issue fractions of Common Shares or if to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holder of the Right Certificates at the time such Rights are exercised as herein provided an amount of cash equal to the same fraction of the current market value of a whole Common Share. For the purpose of this Section 14(c), the current market value of a whole Common Share shall be the closing price is not determinable of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof, ) for the current market value Trading Day immediately prior to the date of a Preferred Share shall be determined pursuant to Section 11(d)(ii)such exercise. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight (except as expressly provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, at the election of the Company, there may shall be paid to the registered holders of the Right Certificates with regard to which such fractional fractions of 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby any such organization, the average of the closing bid and asked prices as furnished by a professional market maker (selected by the Board of Directors) making a market in the Rights selected by the Board of Directors of the CompanyRights. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date date, as determined in good faith by the Board of Directors of the Company Directors, shall be used used, whose determination shall be described in lieu of a statement filed with the closing price Rights Agent and shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights Rights, or to issue distribute certificates which evidence fractions of fractional Preferred Shares (other than fractions that which are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsShares. In lieu of With respect to fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, orif the Company does not issue fractional shares of depositary receipts in lieu thereof, if a the Company shall pay to the registered holders of Right shall then be exercisable for a Certificates at the time such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction other than of the current market value of one one-hundredth of a Preferred Share. For purposes of this Section 14(b), integral multiples the current market value of that fractionone one-hundredth of a Preferred Share shall be one one-hundredth of the closing price of Preferred Shares (as determined pursuant to Section 11(d)(ii)) 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 upon exercise of the Rights pursuant to Section 11(a)(ii) or 12(a) or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company may pay to the registered holders of 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 one Preferred one-hundredth of a Common Share. For the purposes of this Section 14(b14(c), the current market value of a Preferred one Common Share shall be the closing price of a Preferred Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right Right, by the acceptance of the Rights such Right, expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a RightRight except as permitted by this Section 14.

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 Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid the Company shall pay to the registered holders of the Right 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(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 of the Rights for any day Trading 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 NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-over the counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 Rights, selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used used, which determination shall be described in lieu a statement filed with the Rights Agent that shall be binding on the Rights Agent and holders of the closing price for such dayRights. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or if to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the closing price is not determinable pursuant Company may pay to the second sentence 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 (1) share of Common Stock. For purposes of this Section 11(d)(i) hereof14(c), the current market value of a Preferred Share one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section 11(d)(ii)11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) 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 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 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid as promptly as practicable to the registered holders of the 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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the by Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price and shall be conclusive for such dayall purposes. (b) The Company shall not be required to issue fractions of Preferred Shares shares (other than fractions that which are integral multiples of one one-hundredth hundreth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction)fractional shares. Fractions of Preferred Shares in integral multiples of one one-hundredth hundreth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsShares. In lieu of fractional Preferred Shares shares that are not integral multiples of one one-hundredth hundreth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i11(e) hereof) hereof for the Trading Day immediately prior to the date of such exercise or exchange; provided, however, that, if the closing price is Preferred Shares are not determinable pursuant to publicly held or not so listed or traded, or not the second sentence subject of Section 11(d)(i) hereofavailable bid and asked quotes, the “current market value” shall mean the fair value of a Preferred Share per share as determined in good faith by the Directors, whose determination shall be determined pursuant to Section 11(d)(ii)described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise or exchange of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which that evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right Certificates 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. 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 ask prices, regular way, in either case (i) as reported in by the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange orExchange, or (ii) if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in by the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or (iii) if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked ask prices in the over-the-counter market, as reported on by the Nasdaq NASDAQ National Market System or the Nasdaq SmallCap Market or any similar such other system then in use oruse, or (iv) if on any such date the Rights are not so quoted or reportedby any such organization, the average of the closing bid and asked ask prices as furnished by a professional market maker making a market in the Rights Rights, selected by the Board of Directors of the Company. If or (v) if on any such date date, no such market maker is making a market in the Rights, the fair market value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such dayBoard. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise or exchange of the Rights or to issue distribute certificates which that evidence fractions fractional shares of Preferred Shares Stock (other than fractions that are integral multiples of one one-hundredth thousandth of a share of Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock). Fractions of shares of Preferred Shares Stock in integral multiples of one one-hundredth thousandth of a share of Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such 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 depositary receiptsStock. In lieu of fractional Preferred Shares shares that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may shall pay to the registered holders of Right Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of one a whole share of Preferred ShareStock. For purposes of this Section 14(b), the current market value of a whole share of Preferred Share Stock shall be the closing price of a share of Preferred Share Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)) for the Trading Day immediately prior to the date of such exercise or if exchange). (c) The Company shall not be required to issue fractions of shares of Common Stock upon exercise or exchange of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares, the Company shall pay to the registered holders of Right Certificates with regard to which such fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For purposes of this Section 14(c), the current market value of a whole share of Common Stock shall be the closing price is not determinable of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) hereof, for the current market value Trading Day immediately prior to the date of a Preferred Share shall be determined pursuant to Section 11(d)(iisuch exercise or exchange). (cd) The holder of a Right by the acceptance of the Rights Right expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided abovein this Section 14). (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 exercise 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 Rightcertificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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 the 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 high bid and low 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 by NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock ExchangeNASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 selected by the Board of Directors of the CompanyBoard. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of used. In the event the Rights are listed or admitted to trading on a national securities exchange, 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 high bid and low asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to the national securities exchange on which the Rights are listed or admitted to trading. (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-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock) upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-hundredth thousandth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions share of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsStock). In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-hundredth thousandth of a share of Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fractionStock, the Company may pay to the registered holders of Right 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 one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the events specified in Section 11 giving rise to the right to receive Common Stock, common stock equivalents or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares of Common Stock, common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock, common stock equivalents or other securities. In lieu of fractional shares of Common Stock, common stock equivalents or other securities, the Company 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 (1) share of Common Stock, common stock equivalents or other securities. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of a Preferred Share one share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (cd) The holder of a Right by the acceptance of the Rights expressly waives such holder's ’s right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise 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 Right Certificates which evidence fractional Rights. In If, on the Distribution Date or thereafter, as a result of any adjustment effected pursuant to Section 11(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 may pay or cause to be paid to the registered holders of the Right 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(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. 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Class A Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute scrip or certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of fractional Class A Shares. If, on the Distribution Date or thereafter, a Preferred Person would otherwise be entitled to receive a fractional Class A Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction, the Company may shall in lieu thereof pay to the registered holders of Right Certificates such Person at the time such Rights are Right is exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Class A Share. For purposes of this Section 14(b), the current market value of a Preferred Class A Share shall be the closing price Closing Price of a Preferred Class A Share (as determined pursuant for the Trading Day immediately prior to the second sentence date of such exercise. (c) Should any adjustment contemplated by Section 11(d)(i11(a)(ii) hereof) or any mandatory redemption and exchange contemplated by Section 24 occur, the Company shall not be required to issue fractions of Class A Shares upon exercise of the Rights or to distribute scrip or certificates which evidence fractional Class A Shares. If after any such adjustment or mandatory redemption and exchange, a Person would otherwise be entitled to receive a fractional Class A Share of the Company upon exercise of any Right Certificate or upon mandatory redemption and exchange as contemplated by Section 24, 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 one Class A Share. For purposes of this Section 14(c), the current market value of a Class A Share shall be the Closing Price of a Class A Share for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence date of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)such mandatory redemption and exchange. (cd) The holder of a Right by the acceptance of the Rights thereof expressly waives such holder's his right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise or mandatory redemption and exchange of a Right.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(n), or distribute Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may shall be paid to the registered holders of the Right 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 for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market by NASDAQ or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reportedby 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 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, the fair value of the Rights on such date as determined in reasonably and with good faith to the holders of Rights by the Board of Directors of the Company shall be used in lieu of and shall be binding on the closing price for such dayRights Agent. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples shares of one one-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction) Common Stock upon exercise of the Rights or to issue distribute certificates which evidence fractions fractional shares of Preferred Shares (other than fractions that are integral multiples of one one-hundredth of a Preferred Share, or if a Right shall be then exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a Preferred Share, integral multiples of that fraction 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 provide that the holders of such 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 depositary receiptsCommon Stock. In lieu of fractional Preferred Shares that shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are not integral multiples exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common Stock. For purposes of this Section 15(b), the current market value of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one one-hundredth of the transactions or events specified in Section 11 giving rise to the right to receive common stock equivalents or other securities upon the exercise of a Preferred ShareRight, or, if a Right the Company shall then not be exercisable for a fraction required to issue fractions of shares or units of such common stock equivalents or other than one one-hundredth securities upon exercise of a Preferred Share, integral multiples the Rights or to distribute certificates which evidence fractional common stock equivalents or other securities. In lieu of that fractionfractional shares or units of such common stock equivalents or other securities, the Company may pay to the registered holders of 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 Preferred Sharea share or unit of such common stock equivalent or other securities. For purposes of this Section 14(b15(c), the current market value of a Preferred Share shall be determined in the closing price of a Preferred Share (as determined pursuant to the second sentence of manner set forth in Section 11(d)(i11(d) hereof) hereof for the Trading Day immediately prior to the date of such exercise or and, if the closing price such common stock equivalent is not determinable pursuant to traded, each such common stock equivalent shall have the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)share of Common Stock. (cd) The Except as otherwise expressly provided herein, the holder of a Right by the acceptance of the Rights expressly waives such holder's its right to receive any fractional Rights or any fractional shares (except as provided above) 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 Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or any similar such other system then in use or, if on any such date the Rights are not so quoted or reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights 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, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used in lieu of the closing price for such day. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one onefive-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one onefive-hundredth of a Preferred Share, integral multiples of that fraction) upon exercise of the Rights or to issue distribute certificates which evidence fractions of Preferred Shares (other than fractions that are integral multiples of one onefive-hundredth of a Preferred ShareShare or, or if a Right shall then be then exercisable for a fraction other than one onefive-hundredth of a Preferred Share, integral multiples of that fraction). Fractions of Preferred Shares in integral multiples of one onefive-hundredth of a Preferred Share or, if a Right shall then be exercisable for a fraction other than one onefive-hundredth of a Preferred Share, integral multiples of that fraction 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 PROVIDED, that such agreement shall provide that the holders of such 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 depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one onefive-hundredth of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than one onefive-hundredth of a Preferred Share, integral multiples of that fraction, the Company may pay to the registered holders of 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 Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof11(d)(ii)) for the Trading Day immediately prior to the date of such exercise or if the closing price is not determinable pursuant to the second sentence of Section 11(d)(i) hereof, the current market value of a Preferred Share shall be determined pursuant to Section 11(d)(ii)exercise. (c) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares (except as provided above) upon exercise of a Right.