Common use of Issuance of Right Certificates Clause in Contracts

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner Owner, of fifteen percent (15%) 20% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent of the same and shall provide, or cause its transfer agent to provide, to the Rights Agent a list of the record shareholders of the Company. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B A hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, and (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right certificatesCertificates, and (y) each Right (and the right to receive separate Right Certificates) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will mailsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right CertificatesRIGHT CERTIFICATE") evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferable separately from the Common Stock.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person or a Person who, on the applicable date, is a Grandfathered Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person or a Person who, on the applicable date, is a Grandfathered Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) 20% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the close of business on the earlier to occur of (i) the tenth day after following the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (Common Stock and/or other securities representing 15%) % or more of the outstanding Common Stock Voting Power (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earliest of such dates, including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates Record Date, being herein referred to herein as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mailsend, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Certificate, the Company may elect to make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit EXHIBIT B hereto (individually, a "Right Certificate" --------- and collectively, the "Right CertificatesRIGHT CERTIFICATE") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) 20% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to before such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt PersonExempted Entity) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement of Exchange Act Regulations or any successor rule, the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Personwould result in any Person becoming an Acquiring Person (including, together with its Affiliates in the case of both clause (i) and Associates(ii), would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates balances indicated in the Book Entry account system of the transfer agent for the Common Stock registered in the names of the holders thereof (which Common Stock will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate Right certificatesCertificates (as defined below), and (y) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying shares of Common Stock, associated with such Right (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B attached hereto (individually, a "“Right Certificate" --------- and collectively”), the "Right Certificates") evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Rights Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right --------- Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors which is taken on or prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to with a copy of the provisions Summary of Section 3(c) hereofRights attached thereto) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. (a) Until the close of business on the earlier to occur of (i) the tenth day after following the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (Common Stock and/or other securities representing 15%) % or more of the outstanding Common Stock Voting Power (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earliest of such dates, including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates Record Date, being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mailsend, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Right Certificate, the Company may elect to make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) 20% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day including any such date which is after the Stock Acquisition Declaration Date occurs before and prior to the Record Dateissuance of the Rights), and (ii) the Close of Business on the Record Date) or (ii) the tenth business day (or such later date day as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement first public announcement (as defined in Rule 14d-2 under the Exchange Act) of a tender or exchange offer by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of to acquire (when added to any Person (other than an Exempt Person) equity securities as to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be Person is the Beneficial Owner immediately prior to such commencement) Beneficial Ownership of fifteen percent (15%) or more that number of shares of the issued and outstanding Common Stock (irrespective of whether any shares are actually purchased which would cause such Person to become an Acquiring Person pursuant to any such offer) the terms of this Agreement (including any such date which is after the date of this Rights Agreement Declaration Date and prior to the issuance of the Rights; ) (the earlier of such dates referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the "“Distribution Date"”), (xA) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall also be deemed to be Right Certificates (as such term is hereinafter defined)) and not by separate Right certificatesCertificates, and (yB) each the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of the underlying Common Stock; provided, that if the Distribution Date would be prior to the Record Date, the Record Date shall be the Distribution Date, and provided, further, that (x) if, following the occurrence of the Stock Acquisition Date and prior to the Distribution Date, (1) a share Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock of the Company in one transaction or a series of transactions (subject not directly or indirectly involving the Company or any of its Subsidiaries) such that such Person is thereafter the Beneficial Owner of less than 20% (or (a) in the case of a Permitted Holder, the percentage the Permitted Holder may hold without ceasing to adjustment be a Permitted Holder, and (b) in the case of an Adverse Person, the percentage such Person may hold as hereinafter provideddetermined by the Board of Directors, which in no event may the Board of Directors require to be less than 10% of the shares of Common Stock then outstanding, so that the Board of Directors no longer declares such Person to be an Adverse Person) of the outstanding Common StockStock of the Company, (2) there are no other Persons, immediately following the occurrence of the event described in clause (1), who are Acquiring Persons, and (3) the Board of Directors of the Company shall so approve, then, for purposes of this Agreement, the Stock Acquisition Date shall be deemed never to have occurred, and (y) if a tender or exchange offer referred to in clauses (ii) or (iii) above is canceled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Agreement, never to have been made. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will mailsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "one or more Right Certificates") , evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the second Business Day following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, at the expense of the Company, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing --------- one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day (10th) Business Day after the Stock Shares Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, ii) the Close of Business on the Record Datetenth (10th) or (ii) the tenth business day Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-2(a) ofunder the Exchange Act, or of the first public announcement of the intent of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be could become the Beneficial Owner of fifteen percent 4.99% (15%or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the outstanding Common Stock (irrespective Shares, including any other interest that would be treated as “stock” of whether any shares are actually purchased the Company for purposes of Section 382, including but not limited to pursuant to any such offer) Treasury Regulation Section 1.382-2T(f)(18), then outstanding (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(c) hereof3(b)) by the certificates for the Common Stock Shares registered in the names of the holders of Common Shares or, in the case of uncertificated Common Stock Shares registered in book entry form (“Book Entry Shares”), by notation in book entry (which certificates for Common Shares and Book Entry Shares shall also be deemed to be certificates for Rights) and not by separate Right certificates, and (y) each Right will the Rights shall be transferable only in connection with the transfer of the underlying Common Shares (including a share transfer to the Company). The preceding sentence notwithstanding, (subject A) prior to adjustment the occurrence of a Distribution Date specified as hereinafter provideda result of an event described in clauses (i) or (ii) (or such later Distribution Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution Date in order to make a determination pursuant to Sections 7(a)(iv) or Section 7(a)(v) or (B) prior to the occurrence of Common Stocka Distribution Date specified as a result of an event described in clause (ii) (or such later Distribution Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution Date which would occur as a result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall permit such a postponement of a Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation of the third paragraph of Section 1(a). As soon as practicable after the Distribution Date, the Rights Agent will mailshall, at the Company’s expense, send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate one or more certificates, in substantially the form of Exhibit B attached hereto (individually, a "Right Certificate" --------- and collectively, the "“Right Certificates") ”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p), the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable separately from Common Shares.

Issuance of Right Certificates. (a) a. Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if Close of Business on the tenth day after the Stock Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) or (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right certificates, and (y) each Right (and the right to receive separate Right Certificates) will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof and will prepare and execute, and the Rights Agent will mailsend, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B A hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferable separately from the Common Stock.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or and (ii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personthe Rights becoming non-redeemable) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intent intention of any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such could result in any Person, together with its Affiliates and Associates, would be 's becoming the Beneficial Owner of fifteen percent (15%) Common Shares aggregating 10% or more of the then outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) Shares (including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c3(b) hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right certificatesCertificates, and (y) each the right to receive Right Certificates will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such recordsthe records of the Company, a Right certificate Certificate, in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively"), the "Right Certificates") evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of the Close of Business (i) the tenth 10th day after the Stock Acquisition Date (or, if the tenth 10th day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such any Person would be an Acquiring Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereofbelow) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will mailcountersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), as shown by the records of the Company, to the address of such holder shown on such recordsrecords of the Company or the transfer agent or registrar for the Common Stock, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereofunless earlier expired, redeemed or terminated) by the certificates for the Common Stock registered (or, in the names case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) and not by separate Right Certificates and the registered holders of the Common Stock and not by separate Right certificatesshall be deemed to be the registered holders of the associated Rights, and (yii) each Right the Rights will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) the underlying Shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will send a summary of the Rights Agent will mailsubstantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, to Record Date at the address of such holder shown on such records, a Right certificate in substantially the form records of Exhibit B hereto (individually, a "Right Certificate" --------- and collectivelythe Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the "Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates") Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so heldheld (or if the Common Stock is uncertificated, by appropriate changes to the book-entry account that evidences record ownership of such Common Stock). As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates. Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences certain Rights as set forth in a Rights Agreement between El Capitan Precious Metals, Inc. and OTR, Inc. dated as of August 25, 2011 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefore. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void. The Company will furnish any shareholder upon request and without charge, a copy of the articles of incorporation and a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Company’s Board of Directors to determine the relative rights and preferences of subsequent classes or series.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner Owner, of fifteen percent (15%) 20% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent of the same and shall provide, or cause its transfer agent to provide, to the Rights Agent a list of the record shareholders of the Company. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to at the address of such holder shown on such records, a Right certificate Certificate in substantially the form of Exhibit B A hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after but not including the Stock Acquisition Date (or, if the tenth day after but not including the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after but not including the date of the commencement by any Person (other than an Exempt a Related Person) of, or of the first public announcement of the intent of any Person (other than an Exempt a Related Person) to commence (which intention to commence remains in effect for five (5) business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) 4.95% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Company will prepare and execute, the Rights Agent will mail, at the expense of the Company and if provided with all necessary information, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "“Right Certificate" --------- and collectively, the "Right Certificates"”) evidencing one Right for each share of Common Stock so held. As of and after the Close of Business on the Distribution Date Date, the Rights will be evidenced solely by such Right Certificates. The Company shall as promptly as practicable notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice has been received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intent of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer (other than an Offer) upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of fifteen percent (15%) % or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ten days after the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock and not by separate Right certificatesCertificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (individually, a "Right Certificate" --------- and collectively, the "Right Certificates") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.