Common use of Process to Seek Exemption Clause in Contracts

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming beneficially owning 4.95% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, an Acquiring Person additional share of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.95% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines Board, in its sole discretion discretion, determines that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) the Board otherwise determines, in its sole discretion, that the exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company 382 Securities that wouldmight, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of any class of Company 382 Securities then outstanding (or, in the case of a Grandfathered Person, additional shares of Company 382 Securities in excess of those permitted by the definition of Grandfathered Person) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Exempted Person” as defined in under subsections (v) or (vi) of Section 1 1(l) hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares shares of Company 382 Securities then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Company 382 Securities aggregating 4.99% or more of any class of the then outstanding Company 382 Securities (or, in the case of a Grandfathered Person, additional shares of Company 382 Securities in excess of those permitted by the definition of Grandfathered Person) and the maximum number and percentage of Common Shares shares of Company 382 Securities that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 30 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board of Directors determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Company 382 Securities by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOL carryforwards. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Company 382 Securities in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption RequestNOLs.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.99% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.95% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.95% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities transaction that wouldmight, if consummated, result in such Person becoming the Beneficial Owner of 4.99% or more of the then-outstanding Common Shares (or, in the case of any Person who would otherwise constitute an Acquiring Person as of the Effective Time but will not be deemed to be an Acquiring Person for any purpose of this Agreement unless and until such time as provided in Section 1(a), any additional Common Shares) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29the date of the transaction for which the Requesting Person is seeking a determination, request in writing that the Board grant an exemption with respect to such acquisition make a determination under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for the purposes of this Rights Agreement or such transaction would be deemed to be an “Exempt Transaction” for the purposes of this Agreement (an “Exemption Request”). An Any Exemption Request shall be in proper form and shall must be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the Company’s principal executive office of office. Such Exemption Request will be deemed to have been made when actually received by the Company. The Any Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth must include: (ai) the name name, address and address telephone number of the Requesting Person, ; (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and ; (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and acquire Beneficial Ownership of Common Shares, the maximum number and percentage of Common Shares that the Requesting Person proposes to acquireacquire and the proposed tax treatment thereof; and (iv) a commitment by the Requesting Person that such Requesting Person will not acquire Beneficial Ownership of 4.99% or more of the then-outstanding Common Shares or, if such Requesting Person Beneficially Owns 4.99% or more of the then-outstanding Common Shares, any additional Common Shares prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to this Section 34. The Board shall make a determination whether will, in good faith, endeavor to grant an exemption in response respond to an any Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof30 calendar days of receiving such Exemption Request; provided, provided that the failure of the Board to make a determination within such period shall will be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall must respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response As a condition to an Exemption Request if making any determination requested pursuant to this Section 34(a), the Board determines may, in its sole discretion that discretion, require (at the acquisition expense of Beneficial Ownership of Common Shares by the Requesting Person, considered alone ) a report from advisors selected by the Board to the effect that the proposed transaction or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger result in the availability to application of any limitations on the use by the Company of its NOLs or other the Tax Benefits, Benefits taking into account any and all relevant facts other transactions that have been consummated prior to receipt of the Exemption Request, any and circumstances, including all other proposed transactions that have been approved by the potential for Board prior to its receipt of the Company to issue a reasonable amount of equity Exemption Request and any such other actual or proposed transactions involving Common Shares as the Board may require; provided that the Board may make the determination requested in the future without jeopardizing Exemption Request notwithstanding the availability effect of its NOLs and other the proposed transaction or transactions on the Tax Benefits or (ii) if it determines that such determination is otherwise in the best interests of the Company. Any exemption granted hereunder The Board may be granted impose any conditions that it deems reasonable and appropriate in whole or in partconnection with a determination pursuant to this Section 34(a), and may be subject to limitations or conditions (including a requirement that including, without limitation, restrictions on the ability of the Requesting Person agree that it will not acquire Beneficial Ownership of to transfer Common Shares in excess of the maximum number and percentage of shares approved acquired by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise it in the best interests of the Companytransaction or transactions to which such determination relates. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall will maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities transaction that wouldmight, if consummated, result in such Person becoming the Beneficial Owner of 4.99% or more of the then-outstanding Common Shares (or, in the case of any Person who would otherwise constitute an Acquiring Person as of the Effective Time but will not be deemed to be an Acquiring Person for any purpose of this Agreement unless and until such time as provided in Section 1(a), any additional Common Shares) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29the date of the transaction for which the Requesting Person is seeking a determination, request in writing that the Board grant an exemption with respect to such acquisition make a determination under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for the purposes of this Rights Agreement or such transaction would be deemed to be an “Exempt Transaction” for the purposes of this Agreement (an “Exemption Request”). An Any Exemption Request shall be in proper form and shall must be delivered by overnight delivery service or first-class mail, postage-postage prepaid, to the Secretary of the Company at the Company’s principal executive office of office. Such Exemption Request will be deemed to have been made when actually received by the Company. The Any Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth must include: (ai) the name name, address and address telephone number of the Requesting Person, ; (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and ; (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and acquire Beneficial Ownership of Common Shares, the maximum number and percentage of Common Shares that the Requesting Person proposes to acquireacquire and the proposed tax treatment thereof; and (iv) a commitment by the Requesting Person that such Requesting Person will not acquire Beneficial Ownership of 4.99% or more of the then-outstanding Common Shares or, if such Requesting Person Beneficially Owns 4.99% or more of the then-outstanding Common Shares, any additional Common Shares prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to this Section 34. The Board shall make a determination whether will, in good faith, endeavor to grant an exemption in response respond to an any Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof30 calendar days of receiving such Exemption Request; provided, provided that the failure of the Board to make a determination within such period shall will be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall must respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response As a condition to an Exemption Request if making any determination requested pursuant to this Section 34(a), the Board determines may, in its sole discretion that discretion, require (at the acquisition expense of Beneficial Ownership of Common Shares by the Requesting Person, considered alone ) a report from advisors selected by the Board to the effect that the proposed transaction or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger result in the availability to application of any limitations on the use by the Company of its NOLs or other the Tax Benefits, Benefits taking into account any and all relevant facts other transactions that have been consummated prior to receipt of the Exemption Request, any and circumstances, including all other proposed transactions that have been approved by the potential for Board prior to its receipt of the Company to issue a reasonable amount of equity Exemption Request and any such other actual or proposed transactions involving Common Shares as the Board may require; provided that the Board may make the determination requested in the future without jeopardizing Exemption Request notwithstanding the availability effect of its NOLs and other the proposed transaction or transactions on the Tax Benefits or (ii) if it determines that such determination is otherwise in the best interests of the Company. Any exemption granted hereunder The Board may be granted impose any conditions that it deems reasonable and appropriate in whole or in partconnection with a determination pursuant to this Section 34(a), and may be subject to limitations or conditions (including a requirement that including, without limitation, restrictions on the ability of the Requesting Person agree that it will not acquire Beneficial Ownership of to transfer Common Shares in excess of the maximum number and percentage of shares approved acquired by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise it in the best interests of the Companytransaction or transactions to which such determination relates. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall will maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Grandfathered Person, shares of Common Stock in excess of the Grandfathered Ownership Percentage) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2926A, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1(q) hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Grandfathered Person, shares of Common Stock in excess of the Grandfathered Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other the Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) beneficially owning 4.99% (or, in the case of a Grandfathered Person, the Grandfathered Percentage) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to such time the Shares Acquisition Date, and in accordance with this Section 2935, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Shares aggregating 4.99% (or, in the case of an Acquiring Person Grandfathered Person, the Grandfathered Percentage) or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board determines of Directors determine, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other any Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including that the exemption be of a limited duration, a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors or that it will not make another Exemption Request), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s Board of Directors’ determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person (together with its Affiliates and Associates, and any person which could be aggregated with such Requesting Person as an “entity” under Section 1.382-3(a)(1) of the Treasury Regulations) proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereofthereof but first may request further information from such Requesting Person (e.g., information with respect to such Person or its proposed acquisition of Common Stock) in which case such determination shall be made as promptly as practicable (and, in any event, within five (5) Business Days) after receipt of the written response to such request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other the Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyAttributes. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company Stock that wouldmight, if consummated, result in such Person becoming an (together with its Affiliates and Associates) Beneficially Owning shares of Company Stock representing 4.99% or more of any class of Company Stock then outstanding (or, in the case of a Grandfathered Shareholder, additional shares of Company Stock in excess of those permitted by the definition of Acquiring Person Person) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Exempted Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares shares of any class of Company Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose proposed to become an acquire Beneficial Ownership of shares of Company Stock representing 4.99% or more of any class of Company Stock then outstanding (or, in the case of a Grandfathered Shareholder, additional shares of Company Stock in excess of those permitted by the definition of Acquiring Person Person) and the maximum number and percentage of Common Shares shares of any class of Company Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 30 Business Days) Days after receipt thereofof such Exemption Request; provided, that that, the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the a denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request only if the Board of Directors determines in its sole discretion that the acquisition of Beneficial Ownership of Common Voting Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOL carryforwards. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person Xxxxx agree that it will not acquire Beneficial Ownership of Common Shares shares of Company Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption RequestNOLs.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 2934, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board Board, or a duly constituted committee of Independent Directors, shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof; provided, that the failure of the Board (or any such committee) to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board Board, or a duly constituted committee of Independent Directors, shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion discretion, or such committee determines in its sole discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant such facts and circumstances, including circumstances as the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits Board (or any such committee) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board Board, or a duly constituted committee of Independent Directors, shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s (or any such committee’s) determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.99% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities transaction that wouldmight, if consummated, result in such Person becoming the Beneficial Owner of 4.99% or more of the then-outstanding Common Shares (or, in the case of any Person who would otherwise constitute an Acquiring Person as of the Effective Time but will not be deemed to be an Acquiring Person for any purpose of this Agreement unless and until such time as provided in Section 1(a), any additional Common Shares) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29the date of the transaction for which the Requesting Person is seeking a determination, request in writing that the Board grant an exemption with respect to such acquisition of Directors of the Company make a determination under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement Plan or such transaction would be deemed to be an “Exempt Transaction” for purposes of this Plan (an “Exemption Request”). An Any Exemption Request shall be in proper form and shall must be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the Company’s principal executive office of office. Such Exemption Request will be deemed to have been made when actually received by the Company. The Any Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth must include: (ai) the name name, address and address telephone number of the Requesting Person, ; (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and ; (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and acquire Beneficial Ownership of Common Shares, the maximum number and percentage of Common Shares that the Requesting Person proposes to acquireacquire and the proposed tax treatment thereof; and (iv) a commitment by the Requesting Person that such Requesting Person will not acquire Beneficial Ownership of 4.99% or more of the then-outstanding Common Shares or, if such Requesting Person Beneficially Owns 4.99% or more of the then-outstanding Common Shares, any additional Common Shares prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to this Section 34. The Board shall make a determination whether of Directors of the Company will, in good faith, endeavor to grant an exemption in response respond to an any Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof30 calendar days of receiving such Exemption Request; provided, provided that the failure of the Board of Directors of the Company to make a determination within such period shall will be deemed to constitute the denial by the Board of Directors of the Company of the Exemption Request. The Requesting Person shall must respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors of the Company and its advisors to assist the Board of Directors of the Company in making its determination. The Board shall only grant an exemption in response As a condition to an Exemption Request if making any determination requested pursuant to this Section 34(a), the Board determines of Directors of the Company may, in its sole discretion that discretion, require (at the acquisition expense of Beneficial Ownership of Common Shares by the Requesting Person, considered alone ) a report from advisors selected by the Board of Directors of the Company to the effect that the proposed transaction or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger result in the availability to application of any limitations on the use by the Company of its NOLs or other the Tax Benefits, Benefits taking into account any and all relevant facts other transactions that have been consummated prior to receipt of the Exemption Request, any and circumstances, including all other proposed transactions that have been approved by the potential for Board of Directors of the Company prior to issue a reasonable amount receipt of equity the Exemption Request and any such other actual or proposed transactions involving Common Shares as the Board may require; provided that the Board of Directors of the Company may make the determination requested in the future without jeopardizing Exemption Request notwithstanding the availability effect of its NOLs and other the proposed transaction or transactions on the Tax Benefits or (ii) if it determines that such determination is otherwise in the best interests of the Company. Any exemption granted hereunder The Board of Directors of the Company may be granted impose any conditions that it deems reasonable and appropriate in whole or in partconnection with a determination pursuant to this Section 34(a), and may be subject to limitations or conditions (including a requirement that without limitation restrictions on the ability of the Requesting Person agree that it will not acquire Beneficial Ownership of to transfer Common Shares in excess of the maximum number and percentage of shares approved acquired by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise it in the best interests of the Companytransaction or transactions to which such determination relates. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall will maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors of the Company with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors of the Company with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.9% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock of the Company that wouldmight, if consummated, result in such Person becoming an Acquiring Person (or, in the case of a Grandfathered Person, ceasing to be a Grandfathered Person) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors of the Company grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock of the Company then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of shares of Common Stock of the Company and the maximum number and percentage of shares of Common Shares Stock of the Company that the Requesting Person proposes to acquire. The Board of Directors of the Company shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, provided that the failure of the Board of Directors of the Company to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Company of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors of the Company and its their advisors to assist the Board of Directors of the Company in making its determination. The Board of Directors of the Company shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock of the Company by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for Directors of the Company to issue a reasonable amount of equity otherwise determines in its sole discretion that the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including including, but not limited to, a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock of the Company in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors of the Company), in each case as and to the extent the Board of Directors of the Company shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors of the Company with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors of the Company with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 2930, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person,” or that such acquisition be deemed to be an “Exempt Transaction,” in each case as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall must be delivered by overnight delivery service or first-class mail, postage-prepaid, sent to the Secretary of the Company at the principal executive office of the Companyin accordance with Section 26 hereof. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as reasonably practicable (and, in any event, within ten Business Days) after receipt thereof; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board may determine, including that any such violation shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise result in the best interests of the CompanyRequesting Person becoming an Acquiring Person. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.9% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock representing 1.0% or more of the then-outstanding Common Stock) (a “Requesting Person”) may, prior to such time the acquisition of the Common Stock and in accordance with this Section 2935, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person acquisition would be deemed to be an “Exempt PersonTransaction” as defined in Section 1 for purposes of this Rights Agreement Plan (an “Exemption Request”"). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock representing 1.0% or more of the then-outstanding Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s 's determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize limit or endanger impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) , may, prior to such time and in accordance with this Section 2930, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan (the Person requesting such exemption, a “Requesting Person”) so that such Person would acquisition will be deemed to be an “Exempt PersonTransaction” as defined in Section 1 for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class fax and by registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary offices of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock, such that the Requesting Person would otherwise become an Acquiring Person Person, and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten 10 Business Days) after receipt thereofthereof pursuant to registered mail; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request only if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares of Common Stock approved by the Board), in each case as and to the extent the Board shall determine in its sole discretion to be necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of Capital Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning 15% or more of the then-outstanding Common Stock on a fully diluted basis (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 15% or more of the then-outstanding Common Stock on a fully diluted basis and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of unless the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will shall not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an (together with its Affiliates and Associates) beneficially own 4.9% or more of the then outstanding Common Shares (or, in the case of a Person excluded from the definition of “Acquiring Person Person” in clause (i) of such definition, such applicable percentage) (a “Requesting Person”) may, prior to such time the Shares Acquisition Date, and in accordance with this Section 2935, request that the Board grant grants an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an acquire Beneficial Ownership of Common Shares aggregating 4.9% or more of the then outstanding Common Shares (or, in the case of a person excluded from the definition of “Acquiring Person Person” in clause (i) of such definition, such applicable percentage) and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquireacquire and (d) a reasonably detailed statement of the benefits such Requesting Person expects to be received by the Company and the other shareholders of the Company were the exemption to be granted. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to may deny an Exemption Request if the Board determines determines, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not Person could jeopardize or endanger the availability to the Company of its the NOLs or for whatever other Tax Benefitsreason the Board deems reasonable, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits desirable or (ii) is otherwise in the best interests of the Companyappropriate. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard or that it will not make another Exemption Request), in each case as and to the extent the Board shall determine necessary necessary, desirable or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestappropriate.

Process to Seek Exemption. Any Person who desires to effect any acquisition or acquisitions of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming an Acquiring Person the Beneficial Owner of 16% (20% in the case of a Passive Investor) or more of the Common Stock then outstanding (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition or acquisitions under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered either by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the CompanyCompany or by any such other means as deemed acceptable by the Board of Directors. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together collectively with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 16% (20% in the case of a Passive Investor) or more of the Common Stock then outstanding and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including including, without limitation, a requirement that the Requesting Person agree that it will not acquire become the Beneficial Ownership Owner of shares of Common Shares Stock in excess of the maximum number and percentage of shares of Common Stock approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable lawlaw or regulation or otherwise determined by the Board of Directors, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available, or the Board of Directors otherwise determines to publicly disclose such information. The To the extent the Board of Directors grants a Person’s Exemption Request pursuant to this Section 5.20, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directorsan “Exempt Person” for so long as such Person otherwise qualifies as, and maintains the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requeststatus of, an “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereofthereof but first may request further information from such Requesting Person (e.g., information with respect to such Person or its proposed acquisition of Common Stock) in which case such determination shall be made as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt of the written response to such request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs the Tax Attributes or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) , may, prior to such time and in accordance with this Section 2930, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan (the Person requesting such exemption, a “Requesting Person”) so that such Person would acquisition will be deemed to be an “Exempt PersonTransaction” as defined in Section 1 for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class fax and by registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary offices of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock, such that the Requesting Person would otherwise become an Acquiring Person Person, and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereofthereof pursuant to registered mail; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request only if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize be likely to directly or endanger indirectly limit the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares of Common Stock approved by the Board), in each case as and to the extent the Board shall determine in its sole discretion to be necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the Company. The Board shall not have any obligation, implied or otherwise, to grant any Exemption Request. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning ten percent (10%) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to such time the Shares Acquisition Date and in accordance with this Section 2925, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined under subsection (z) of the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating ten percent (10%) or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) Tax Owning 4.99% or more of the then outstanding shares of Common Stock (or, in the case of a Grandfathered Person, the Grandfathered Percentage) or Beneficially Owning 9.99% or more of the then outstanding shares of Common Stock (a “Requesting Person”) may, prior to such time the Stock Acquisition Date, and in accordance with this Section 2923.4, request that the Board Independent Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Grandfathered Person, the Grandfathered Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquireacquire and (d) a reasonably detailed statement of the benefits such Requesting Person expects to be received the Company and the other stockholders of the Company were the exemption to be granted. The Board Independent Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten ten-Business Days) after receipt thereof; thereof; provided, that the failure of the Board Independent Directors to make a determination within such period shall be deemed to constitute the denial by the Board Independent Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to Independent Directors may deny an Exemption Request if the Board determines Independent Directors determine, in its their sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not Person could jeopardize or endanger the availability value to the Company of its the NOLs or for whatever other Tax Benefitsreason they deem reasonable, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits desirable or (ii) is otherwise in the best interests of the Companyappropriate. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardIndependent Directors or that it will not make another Exemption Request), in each case as and to the extent the Board Independent Directors shall determine necessary necessary, desirable or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestappropriate.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that wouldmight, if consummated, result in such Person becoming an Acquiring Person hereunder (a “Requesting Person”) may, prior to any such time acquisition and in accordance with this Section 2936, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement Person hereunder (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary Company in accordance with the notice provisions of the Company at the principal executive office Section 25 of the Companythis Agreement. The Exemption Request shall be deemed made upon confirmed receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares Stock then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire beneficial ownership of Common Stock aggregating 4.9% or more of the Common Stock then outstanding and the maximum number and percentage of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors, or a duly constituted committee of independent directors, shall endeavor to make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board of Directors (or any such committee) to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors, or a duly constituted committee of independent directors, shall only grant an exemption in response to an Exemption Request if the Board of Directors determines in its sole discretion and absolute discretion, or such committee determines in its sole and absolute discretion, that the acquisition of Beneficial Ownership beneficial ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to Tax Benefits of the Company of its NOLs or other Tax BenefitsCompany, taking into account all relevant such facts and circumstances, including circumstances as the potential for the Company to issue a reasonable amount Board of equity in the future without jeopardizing the availability Directors (or any such committee of its NOLs and other Tax Benefits independent directors) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership beneficial ownership of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case case, as and to the extent the Board of Directors, or a duly constituted committee of independent directors, shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, Board of Directors or a duly constituted committee of Independent Directorsindependent directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2925, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under Section 1 1(y)(iv) for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person (together with its Affiliates and Associates, and any person which could be aggregated with such Requesting Person as an “entity” under Section 1.382-3(a)(1) of the Treasury Regulations) proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereofthereof but first may request further information from such Requesting Person (e.g., information with respect to such Person or its proposed acquisition of Common Stock) in which case such determination shall be made as promptly as practicable (and, in any event, within five (5) Business Days) after receipt of the written response to such request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent determined by the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companyits sole discretion. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s 's determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 15% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 15% or more of the then- outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming Beneficially Owning 10% or more of the Common Stock then-outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 10% or more of the Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) then-outstanding and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly availableavailable or is required to be disclosed by applicable law or regulation. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) (a “"Requesting Person”") may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “"Exempt Person” as defined in " under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement Plan (an “"Exemption Request”"). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, shares of Common Stock in excess of the Exempt Ownership Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company's NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s 's determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming Beneficially Owning 4.99% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 under the definition of Acquiring Person hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion of Directors’ request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company and the Requesting Person shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee Board of Independent DirectorsDirectors who are independent of the Company and the Requesting Person under the rules of the NYSE and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming Beneficially Owning 10% or more of the Common Stock then-outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 10% or more of the Common Stock then-outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly availableavailable or is required to be disclosed by applicable law or regulation. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates) beneficially owning 5% or more of the then-outstanding Common Shares (or, in the case of a Grandfathered Person, additional Common Shares representing one-tenth of one percentage point or more of the then-outstanding Common Shares) (a “"Requesting Person”") may, prior to such time the acquisition of the Common Shares and in accordance with this Section 2931, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person acquisition would be deemed to be an “"Exempt Person” as defined in Section 1 Transaction" for purposes of this Rights Agreement (an “"Exemption Request”"). An Exemption Request shall will be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company Corporation at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the CompanyCorporation. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating 5% or more of the then-outstanding Common Shares (or, in the case of a Grandfathered Person, additional Common Shares representing one-tenth of one percentage point or more of the then-outstanding Common Shares) and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereofpracticable; provided, that the any failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder under this section may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board)conditions, in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall Corporation will maintain the confidentiality of such Exemption Request and the Board’s 's determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities transaction that wouldmight, if consummated, result in such Person becoming an Acquiring Person the Beneficial Owner of 4.9% or more of the then-outstanding shares of Common Stock (a “Requesting Person”) may, prior to such time and in accordance with this Section 29the date of the transaction for which the Requesting Person is seeking a determination, request in writing that the Board grant an exemption with respect to such acquisition make a determination under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for the purposes of this Rights Agreement (an “Exemption Request”). An Any Exemption Request shall be in proper form and shall must be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of address listed in Section 26. Such Exemption Request will be deemed to have been made when actually received by the Company. The Any Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth must include: (ai) the name name, address and address telephone number of the Requesting Person, ; (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and ; (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and acquire Beneficial Ownership of shares of Common Stock, the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquireacquire and the proposed tax treatment thereof; and (iv) a commitment by the Requesting Person that such Requesting Person will not acquire Beneficial Ownership of 4.9% or more of the then-outstanding shares of Common Stock or, if such Requesting Person Beneficially Owns 4.9% or more of the then-outstanding shares of Common Stock, any additional shares of Common Stock prior to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to this Section 32. The Board shall make a determination whether will endeavor to grant an exemption in response respond to an any Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof30 calendar days of receiving such Exemption Request; provided, however, that the failure of the Board to make a determination within such period shall will be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall must respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response As a condition to an Exemption Request if making any determination requested pursuant to this Section 32, the Board determines may, in its sole discretion that discretion, require (at the acquisition expense of Beneficial Ownership of Common Shares by the Requesting Person, considered alone ) a report from advisors selected by the Board to the effect that the proposed transaction or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger result in the availability to application of any limitations on the use by the Company of its NOLs or other the Tax Benefits, Benefits taking into account any and all relevant facts other transactions that have been consummated prior to receipt of the Exemption Request, any and circumstancesall other proposed transactions that have been approved by the Board prior to its receipt of the Exemption Request and any such other actual or proposed transactions involving the Common Stock as the Board may require; provided, including further, that the potential for Board may make the Company to issue a reasonable amount of equity determination requested in the future without jeopardizing Exemption Request notwithstanding the availability effect of its NOLs and other the proposed transaction or transactions on the Tax Benefits or (ii) if it determines that such determination is otherwise in the best interests of the Company. Any exemption granted hereunder The Board may be granted impose any conditions that it deems reasonable and appropriate in whole or in partconnection with a determination pursuant to this Section 32, and may be subject to limitations or conditions (including a requirement that restrictions on the ability of the Requesting Person agree that it will not acquire Beneficial Ownership to transfer shares of Common Shares in excess of the maximum number and percentage of shares approved Stock acquired by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise it in the best interests of the Companytransaction or transactions to which such determination relates. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect effect any acquisition or acquisitions of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming an Acquiring Person the Beneficial Owner of 16% (20% in the case of a Passive Investor) or more of the Common Stock then outstanding (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition or acquisitions under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an ““ Exemption Request”). An Exemption Request shall be in proper form and shall be delivered either by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the CompanyCompany or by any such other means as deemed acceptable by the Board of Directors. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together collectively with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 16% (20% in the case of a Passive Investor) or more of the Common Stock then outstanding and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including including, without limitation, a requirement that the Requesting Person agree that it will not acquire become the Beneficial Ownership Owner of shares of Common Shares Stock in excess of the maximum number and percentage of shares of Common Stock approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable lawlaw or regulation or otherwise determined by the Board of Directors, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available, or the Board of Directors otherwise determines to publicly disclose such information. The To the extent the Board of Directors grants a Person’s Exemption Request pursuant to this Section 5.20, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directorsan “Exempt Person” for so long as such Person otherwise qualifies as, and maintains the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requeststatus of, an “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 10% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 10% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request. To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be an “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of the then‑outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock representing 2% or more of the shares of Common Stock then outstanding) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2927, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in under clause (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then‑outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock representing 2% or more of the shares of Common Stock then outstanding) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination endeavor to respond whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination respond within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request only if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), Person (i) will not jeopardize or endanger the value or availability to the Company of its NOLs or other the Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits Attributes or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, available or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed is required to be the determination of the Board for purposes of such Exemption Requestdisclosed by applicable law or regulation.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 10% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 10% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of unless the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.9% or more of the shares of Common Stock then outstanding (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 Person for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the shares of Common Stock then outstanding and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period 20 Business Days after receipt of a Exemption Request shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the request of the Board determines in its sole discretion of Directors, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. FRONTIER COMMUNICATIONS CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and Secretary The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President, Manager EXHIBIT A FORM of CERTIFICATE OF DESIGNATIONS of SERIES B PREFERRED STOCK of FRONTIER COMMUNICATIONS CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law) Frontier Communications Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law on July 1, 2019: RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation, a series of preferred stock, par value $0.01 per share, of the Corporation be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning ten percent (10%) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to such time the Shares Acquisition Date and in accordance with this Section 2925, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined under the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating ten percent (10%) or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) Tax Owning 4.99% or more of the then outstanding shares of Common Stock (or, in the case of a Grandfathered Person, the Grandfathered Percentage) or Beneficially Owning 9.99% or more of the then outstanding shares of Common Stock (a “Requesting Person”) may, prior to such time the Stock Acquisition Date, and in accordance with this Section 2923.4, request that the Board Independent Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Grandfathered Person, the Grandfathered Percentage) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquireacquire and (d) a reasonably detailed statement of the benefits such Requesting Person expects to be received the Company and the other stockholders of the Company were the exemption to be granted. The Board Independent Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten ten-Business Days) after receipt thereof; provided, that the failure of the Board Independent Directors to make a determination within such period shall be deemed to constitute the denial by the Board Independent Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to Independent Directors may deny an Exemption Request if the Board determines Independent Directors determine, in its their sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not Person could jeopardize or endanger the availability to the Company of its the NOLs or for whatever other Tax Benefitsreason they deem reasonable, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits desirable or (ii) is otherwise in the best interests of the Companyappropriate. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardIndependent Directors or that it will not make another Exemption Request), in each case as and to the extent the Board Independent Directors shall determine necessary necessary, desirable or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestappropriate.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.9% or more of the Common Shares then outstanding (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 Person for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating 4.9% or more of the Common Shares then outstanding and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period 20 Business Days after receipt of a Exemption Request shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the request of the Board determines in its sole discretion of Directors, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.. The Company shall notify the Rights Agent of any exemption granted under this Section 36. [Signature Pages Follow] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. XXXXXXX PETROLEUM CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President & Manager EXHIBIT A FORM of CERTIFICATE OF DESIGNATIONS of SERIES A PREFERRED STOCK of XXXXXXX PETROLEUM CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law) Xxxxxxx Petroleum Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law on March 26, 2020: RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation, a series of preferred stock, par value $0.001 per share, of the Corporation be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company 382 Securities that wouldmight, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of any class of Company 382 Securities then outstanding (or, in the case of a Grandfathered Person, additional shares of Company 382 Securities in excess of those permitted by the definition of Grandfathered Person) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Exempted Person” as defined under subsections (v) or (vi) of the Exempted Person definition in Section 1 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares shares of Company 382 Securities then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Company 382 Securities aggregating 4.99% or more of any class of the then outstanding Company 382 Securities (or, in the case of a Grandfathered Person, additional shares of Company 382 Securities in excess of those permitted by the definition of Grandfathered Person) and the maximum number and percentage of Common Shares shares of Company 382 Securities that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 30 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board of Directors determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Company 382 Securities by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOL carryforwards. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Company 382 Securities in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption RequestNOLs.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (or, in the case of an Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2935, request that the Board of Directors of the Corporation grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1(n) hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company Corporation at the principal executive office of the CompanyCorporation. The Exemption Request shall be deemed made upon receipt by the Secretary of the CompanyCorporation. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Voting Stock aggregating 4.99% or more of the then outstanding Voting Stock and the maximum number and percentage of Common Shares shares of Voting Stock that the Requesting Person proposes to acquire. The Board of Directors of the Corporation shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors of the Corporation to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Corporation of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors of the Corporation and its advisors to assist the Board of Directors of the Corporation in making its determination. The Board of Directors of the Corporation shall only grant an exemption in response to an Exemption Request if the Board of Directors of the Corporation determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Voting Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize limit or endanger impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including Corporation to utilize the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Voting Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors of the Corporation), in each case as and to the extent the Board of Directors of the Corporation shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in Corporation’s ability to utilize the best interests of the CompanyNOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company Corporation shall maintain the confidentiality of such Exemption Request and the BoardBoard of Directors of the Corporation’s determination with respect thereto, unless the information contained in the Exemption Request or the BoardBoard of Directors of the Corporation’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the BoardBoard of Directors of the Corporation, or a duly constituted committee thereof, who are independent of Independent Directorsthe Corporation and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors of the Corporation for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other the Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyAttributes. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person beneficially owning twelve percent (12.0%) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to such time the Shares Acquisition Date and in accordance with this Section 2925, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined under subsection (z) of the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating twelve percent (12.0%) or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares (which, for purposes of this Section 29, shall include any other interest that would be treated as “stock” of the Company for purposes of Section 382, including but not limited to pursuant to Treasury Regulation Section 1.382-2T(f)(18)) that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then outstanding Common Shares (or, in the case of a Grandfathered Person, the Grandfathered Percentage) (a “Requesting Person”) may, prior to such time the Shares Acquisition Date, and in accordance with this Section 29, request requests that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating 4.99% or more of the then outstanding Common Shares (or, in the case of a Grandfathered Person, the Grandfathered Percentage) and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, provided that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines determines, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize limit or endanger impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyAttributes. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard or that it will not make another Exemption Request), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestwith respect thereto.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming beneficially owning 19.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). 37 An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an (together with its Affiliates and Associates) beneficially own 4.9% or more of the then outstanding Common Shares (or, in the case of a person excluded from the definition of “Acquiring Person Person” in clause (i) of such definition, such applicable percentage) (a “Requesting Person”) may, prior to such time the Shares Acquisition Date, and in accordance with this Section 2935, request that the Board Independent Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an acquire Beneficial Ownership of Common Shares aggregating 4.9% or more of the then outstanding Common Shares (or, in the case of a person excluded from the definition of “Acquiring Person Person” in clause (i) of such definition, such applicable percentage) and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquireacquire and (d) a reasonably detailed statement of the benefits such Requesting Person expects to be received the Company and the other shareholders of the Company were the exemption to be granted. The Board Independent Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board Independent Directors to make a determination within such period shall be deemed to constitute the denial by the Board Independent Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to Independent Directors may deny an Exemption Request if the Board determines Independent Directors determine, in its their sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not Person could jeopardize or endanger the availability to the Company of its the NOLs or for whatever other Tax Benefitsreason they deem reasonable, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits desirable or (ii) is otherwise in the best interests of the Companyappropriate. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardIndependent Directors or that it will not make another Exemption Request), in each case as and to the extent the Board Independent Directors shall determine necessary necessary, desirable or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestappropriate.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) , may, prior to such time and in accordance with this Section 2931, request that the Board Independent Director Evaluation Committee grant an exemption with respect to such acquisition under this Rights Agreement (the Person requesting such exemption, a “Requesting Person”) so that such Person would acquisition will be deemed to be an “Exempt PersonTransaction” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class facsimile and by registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office offices of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the CompanyCompany set forth in Section 25 hereof. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock, such that the Requesting Person would otherwise become an Acquiring Person Person, and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board Independent Director Evaluation Committee shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereofthereof pursuant to registered mail; provided, that the failure of the Board Independent Director Evaluation Committee to make a determination within such period shall be deemed to constitute the denial by the Board Independent Director Evaluation Committee of the Exemption Request. The Requesting Person Independent Director Evaluation Committee shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request only if the Board Independent Director Evaluation Committee determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyCompany and its stockholders. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares of Common Stock approved by the BoardIndependent Director Evaluation Committee), in each case as and to the extent the Board Independent Director Evaluation Committee shall determine in its sole discretion to be necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyCompany and its stockholders. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the BoardIndependent Director Evaluation Committee’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming Beneficially Owning 4.9% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 under the definition of Acquiring Person hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board determines it determines, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), Person (i) will does not jeopardize or endanger the availability (x) create a significant risk of material adverse tax consequences to the Company or (y) constitute an event of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including default under the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits Credit Agreement or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the Company’s NOLs and other Tax Benefits or as is otherwise in the best interests avoidance of an event of default under the CompanyCredit Agreement. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company and the Requesting Person shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors with respect thereto, unless the information contained in the Exemption Request request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee Board of Independent DirectorsDirectors who are independent of the Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Class A Common Shares that wouldmight, if consummated, result in such Person becoming an Acquiring Person (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person transaction would be deemed to be an “Exempt Person” as defined in Section 1 Transaction for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Class A Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Class A Common Shares aggregating 4.9% or more of the Class A Common Shares then outstanding and the maximum number and percentage of Class A Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period 20 Business Days after receipt of an Exemption Request shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion request of the Board, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Class A Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Class A Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request. The Company shall notify the Rights Agent of any exemption granted under this Section 38.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2925, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined under subsection (v) of the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors and its advisors to assist the Board of Directors in making its determination. For purposes of considering the Exemption Request, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board of Directors determines in its sole and absolute discretion that the acquisition of Beneficial Ownership of shares of Common Shares Stock by the Requesting Person, considered alone or with other transactions Person (including past transactions or contemplated transactions), (iA) will not jeopardize adversely impact in any material respect the time period in which the Company could use the Tax Benefits or endanger limit or impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (iiB) is otherwise in the best interests of the CompanyCompany despite the fact that it may adversely impact in a material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability to the Company of the Tax Benefits. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s Board of Directors’ determination with respect thereto, unless the information contained in the Exemption Request or the Board’s Board of Directors’ determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the BoardBoard of Directors, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 15% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 15% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.9% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Exempt Person, additional shares of Common Stock representing .5% or more of the then-outstanding Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 29, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person acquisition would be deemed to be an “Exempt PersonTransaction” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Exempt Person, additional shares of Common Stock representing .5% or more of the then-outstanding Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an the exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyCompany NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Company Stock that wouldmight, if consummated, result in such Person becoming beneficially owning 4.95% or more of the then-outstanding Company Stock (or, in the case of a Grandfathered Person, an Acquiring Person additional share of Company Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares shares of Company Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Company Stock aggregating 4.95% or more of the then-outstanding Company Stock and the maximum number and percentage of Common Shares shares of Company Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines Board, in its sole discretion discretion, determines that the acquisition of Beneficial Ownership of Common Shares Company Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) the Board otherwise determines, in its sole discretion, that the exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Company Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (together with its Affiliates and Associates) Beneficially Owning 4.99% or more of the then outstanding Common Stock (or, in the case of a 5% Existing Holder, shares of Common Stock in excess of the number of shares of Common Stock initially Beneficially Owned by such 5% Existing Holder on the date of the Announcement) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1.7 hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or, in the case of a 5% Existing Holder, shares of Common Stock in excess of the number of shares of Common Stock initially Beneficially Owned by such 5% Existing Holder on the date of the Announcement) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person (together with its Affiliates and Associates, and any person which could be aggregated with such Requesting Person as an “entity” under Section 1.382-3(a)(1) of the Treasury Regulations) proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereofthereof but first may request further information from such Requesting Person (e.g., information with respect to such Person or its proposed acquisition of Common Stock) in which case such determination shall be made as promptly as practicable (and, in any event, within five (5) Business Days) after receipt of the written response to such request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.to

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming Beneficially Owning 10% or more of the then-outstanding Common Stock (or, in the case of an Existing Holder, additional Common Stock except as permitted in the definition of Acquiring Person Person) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 under the definition of Acquiring Person hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 10% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it if will not acquire Beneficial Ownership of Common Shares Stock in excess of the maximum number and percentage amount of shares securities approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company and the Requesting Person shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors with respect thereto, unless the information contained in the Exemption Request request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee Board of Independent DirectorsDirectors who are independent of the Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming (together with its Affiliates) beneficially owning 4.9% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the acquisition of the Common Stock and in accordance with this Section 2935, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 Person for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) after receipt thereof; provided, provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s Board of Directors’ determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming an Acquiring Person (or, in the case of an Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2935, request that the Board of Directors of the Corporation grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in under subsection (ii) of Section 1 1(n) hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company Corporation at the principal executive office of the CompanyCorporation. The Exemption Request shall be deemed made upon receipt by the Secretary of the CompanyCorporation. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Voting Stock aggregating 9.99% or more of the then outstanding Voting Stock and the maximum number and percentage of Common Shares shares of Voting Stock that the Requesting Person proposes to acquire. The Board of Directors of the Corporation shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors of the Corporation to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Corporation of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors of the Corporation and its advisors to assist the Board of Directors of the Corporation in making its determination. The Board of Directors of the Corporation shall only grant an exemption in response to an Exemption Request if the Board of Directors of the Corporation determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares Voting Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize limit or endanger impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including Corporation to utilize the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the CompanyNOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Voting Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors of the Corporation), in each case as and to the extent the Board of Directors of the Corporation shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in Corporation’s ability to utilize the best interests of the CompanyNOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company Corporation shall maintain the confidentiality of such Exemption Request and the BoardBoard of Directors of the Corporation’s determination with respect thereto, unless the information contained in the Exemption Request or the BoardBoard of Directors of the Corporation’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the BoardBoard of Directors of the Corporation, or a duly constituted committee thereof, who are independent of Independent Directorsthe Corporation and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors of the Corporation for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 2936, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an a “Exempt PersonGrandfathered Stockholder” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary Company in accordance with the notice provisions of the Company at the principal executive office Section 26 of the Companythis Agreement. The Exemption Request shall be deemed made upon confirmed receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board Board, or a duly constituted committee of independent directors, shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board (or any such committee) to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board Board, or a duly constituted committee of independent directors, shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion discretion, or such committee determines in its sole discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to Tax Benefits of the Company of its NOLs or other Tax BenefitsCompany, taking into account all relevant such facts and circumstances, including circumstances as the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits Board (or any such committee) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case case, as and to the extent the Board Board, or a duly constituted committee of independent directors, shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directorsindependent directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company Stock that would, if consummated, result in such Person becoming (together with its Affiliates and Associates) beneficially owning 4.9% or more of the then outstanding Company Stock (or, in the case of an Acquiring Person Grandfathered Shareholder, additional shares equal to or in excess of the then-applicable Additional Ownership Percentage Threshold) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2928, request that the Board of Directors of the Company grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form form, as described below, and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares the Company Stock then Beneficially Owned beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Company Stock aggregating 4.9% or more of the Company Stock (or, in the case of an Acquiring Person Grandfathered Shareholder, additional shares equal to or in excess of the then-applicable Additional Ownership Percentage Threshold) and the maximum number and percentage of Common Shares Company Stock that the Requesting Person proposes to acquire. The Board of Directors of the Company shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors of the Company to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Company of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from Board of Directors of the Board and its advisors to assist the Board in making its determination. The Board Company shall only grant an exemption in response to an Exemption Request if the Board determines of Directors of the Company determines, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares Company Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize limit or endanger impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in frustrate the best interests of the CompanyAmendment 7 Purpose. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares Company Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors of the Company), in each case as and to the extent the Board of Directors of the Company shall determine necessary or desirable to provide for serve the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyAmendment 7 Purpose. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the BoardBoard of Directors of the Company’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s such determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person beneficially owning twelve percent (12.0%) or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to such time the Shares Acquisition Date and in accordance with this Section 2925, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined under subsection (z) of the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating twelve percent (12.0%) or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Class A Common Shares that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.9% or more of the Class A Common Shares then outstanding (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 Person for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Class A Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Class A Common Shares aggregating 4.9% or more of the Class A Common Shares then outstanding and the maximum number and percentage of Class A Common Shares that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period 20 Business Days after receipt of an Exemption Request shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the request of the Board determines in its sole discretion of Directors, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Class A Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Class A Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may must be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. TENNECO INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. EQUINITI TRUST COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President EXHIBIT A FORM of CERTIFICATE OF DESIGNATIONS of SERIES A PREFERRED STOCK of TENNECO INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Tenneco Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law on April 15, 2020: RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, a series of preferred stock, par value $0.01 per share, of the Corporation be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning (i) 4.95% or more of the then-outstanding Common Stock or (ii) in the Board’s determination, 4.95% or more (by value) of the Company Stock (or, in the case of a Grandfathered Person, one or more additional shares of Company Stock (other than as a result of the acquisition of Beneficial Ownership of shares of Company Stock pursuant to the Convertible Notes or the Warrants)) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set 39 forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of Common Shares shares of Company Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Company Stock aggregating 4.95% or more of the then-outstanding Company Stock or 4.95% or more (by value) of the then- outstanding Company Stock, as applicable, and the class and maximum number and percentage of shares of Common Shares Stock or Company Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines Board, in its sole discretion discretion, determines that the acquisition of Beneficial Ownership of Common Shares Company Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) the Board otherwise determines, in its sole discretion, that the exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Company Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Shares that wouldmight, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning the Specified Percentage of the then-outstanding Common Shares (or, in the case of a Grandfathered Person, additional Common Shares) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating the Specified Percentage of the then issued and outstanding Common Shares and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that wouldmight, if consummated, result in such Person becoming an Acquiring Person hereunder (a “Requesting Person”) may, prior to any such time acquisition and in accordance with this Section 2936, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement Person hereunder (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary Company in accordance with the notice provisions of the Company at the principal executive office Section 26 of the Companythis Agreement. The Exemption Request shall be deemed made upon confirmed receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating 4.9% or more of the Common Shares then outstanding and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board Board, or a duly constituted committee of independent directors, shall endeavor to make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten twenty (20) Business Days) after receipt thereof; provided, that the failure of the Board (or any such committee) to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board Board, or a duly constituted committee of independent directors, shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion and absolute discretion, or such committee determines in its sole and absolute discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to Tax Benefits of the Company of its NOLs or other Tax BenefitsCompany, taking into account all relevant such facts and circumstances, including circumstances as the potential for the Company to issue a reasonable amount Board (or any such committee of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits independent directors) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case case, as and to the extent the Board Board, or a duly constituted committee of independent directors, shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directorsindependent directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 18% or more of the then outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 18% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines Board, in its sole discretion discretion, determines that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) Exemption Request shall not be deemed to be the determination of approved by the Board for purposes of such this Section 25 unless also approved by a majority of the Independent Directors who are also independent of the Requesting Person and disinterested with respect to the Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 4.9% or more of the shares of Common Stock then outstanding (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the shares of Common Stock then outstanding and the maximum number and percentage percetentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereof; providedof such Exemption Request, provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect effect any acquisition of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming Beneficially Owning 10% or more of the Common Stock then-outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 10% or more of the Common Stock (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) then-outstanding and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly availableavailable or is required to be disclosed by applicable law or regulation. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning 10% or more of the then-outstanding Common Stock (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 10% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request. To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be an “Exempt Person.”

Process to Seek Exemption. (a) Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning 15% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 15% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of or the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board for purposes of such Exemption Request. To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be an “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time time, and in accordance with this Section 2935, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-postage prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten fifteen Business Days) after receipt thereof; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board determines of Directors determines, in its sole discretion discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its the NOLs or other Tax Benefitstax benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits tax benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder under this Agreement may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors or that it will not make another Exemption Request), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits tax benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning 45% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 45% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company of unless the Board otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.”

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming Beneficially Owning 4.99% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 under the definition of Acquiring Person hereof for purposes of this Rights Agreement Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address and telephone number of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within forty-five (and, in any event, within ten 45) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent (x) required by applicable lawlaw or regulation, (y) required pursuant to a valid and effective subpoena, order or request issued by a court of competent jurisdiction or by a governmental or regulatory body or authority or (z) provided to regulatory or governmental authorities with jurisdiction over the Company and its affiliates, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors with respect theretothereto for a period of three years from the date of the Exemption Request, unless the information contained in the Exemption Request request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the BoardBoard of Directors who are independent of the Company and the Requesting Person and disinterested with respect to the Exemption Request, or who shall constitute a duly constituted committee of Independent Directorsthe Board of Directors for this purpose, and the action of a majority of such independent and disinterested directors (or such committee) any committee of the Board of Directors consisting solely of these directors, shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.. Furthermore, the Board of Directors shall approve within twenty (20) Business Days of receiving an Exemption Request as provided in this Section 5.3 of:

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Company Stock that wouldmight, if consummated, result in such Person becoming an Acquiring Person beneficially owning (i) 4.95% or more of the then-outstanding Common Stock or (ii) in the Board’s determination, 4.95% or more (by value) of the Company Stock (or, in the case of a Grandfathered Person, one or more additional shares of Company Stock (other than as a result of the acquisition of Beneficial Ownership of shares of Company Stock pursuant to the Convertible Notes or the Warrants)) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Corporate Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Corporate Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of Common Shares shares of Company Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Company Stock aggregating 4.95% or more of the then-outstanding Company Stock or 4.95% or more (by value) of the then-outstanding Company Stock, as applicable, and the class and maximum number and percentage of shares of Common Shares Stock or Company Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines Board, in its sole discretion discretion, determines that the acquisition of Beneficial Ownership of Common Shares Company Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) Person will not jeopardize or endanger the value or availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) the Board otherwise determines, in its sole discretion, that the exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares shares of Company Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that would, if consummated, result in such Person becoming beneficially owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time the Stock Acquisition Date and in accordance with this Section 2925, request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement Plan so that such Person would be deemed to be an “Exempt Person” as defined under subsection (v) of the definition thereof in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (or in the case of an Acquiring Person Existing Holder, additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board of Directors and its advisors to assist the Board of Directors in making its determination. For purposes of considering the Exemption Request, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code. The Board of Directors shall only grant an exemption in response to an Exemption Request if the Board of Directors determines in its sole discretion that the acquisition of Beneficial Ownership of shares of Common Shares Stock by the Requesting Person, considered alone or with other transactions Person (including past transactions or contemplated transactions), (iA) will not jeopardize adversely impact in any material respect the time period in which the Company could use the Tax Benefits or endanger limit or impair the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (iiB) is otherwise in the best interests of the CompanyCompany despite the fact that it may adversely impact in a material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability to the Company of the Tax Benefits. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyBenefits. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s Board of Directors’ determination with respect thereto, unless the information contained in the Exemption Request or the Board’s Board of Directors’ determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the BoardBoard of Directors, or a duly constituted committee thereof, who are independent of Independent Directorsthe Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board Board, or a duly constituted committee of Independent Directors, shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof; provided, that the failure of the Board (or any such committee) to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board Board, or a duly constituted committee of Independent Directors, shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion discretion, or such committee determines in its sole discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant such facts and circumstances, including circumstances as the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits Board (or any such committee) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board Board, or a duly constituted committee of Independent Directors, shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s (or any such committee’s) determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Shares that wouldmight, if consummated, result in such Person becoming an Acquiring Person Beneficially Owning 4.9% or more of the Common Shares then outstanding (such Person, a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 Person for purposes of this Rights Agreement (such request, an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, Person and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Shares aggregating 4.9% or more of the Common Shares then outstanding and the maximum number and percentage of Common Shares that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable (and, in any event, within ten 20 Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period 20 Business Days after receipt of an Exemption Request shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the request of the Board determines in its sole discretion of Directors, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts sole and circumstances, including absolute discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Company’s Tax Benefits or as is otherwise in the best interests of the CompanyAttributes. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee directors who are independent of Independent Directors, the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request.. The Company shall notify the Rights Agent of any exemption granted under this Section 36. [Signature Pages Follow] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CARVANA CO. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, General Counsel, and Secretary The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. EQUINITI TRUST COMPANY, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President EXHIBIT A FORM of CERTIFICATE OF DESIGNATIONS of SERIES B PREFERRED STOCK of CARVANA CO. (Pursuant to Section 151 of the Delaware General Corporation Law) Carvana Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the board of directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law of the State of Delaware on January 16, 2023: RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (as amended from time to time, the “Certificate of Incorporation”), a series of Series B Preferred Stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Process to Seek Exemption. Any Person who desires to effect any acquisition of securities Common Stock that wouldmight, if consummated, result in such Person becoming beneficially owning 4.5% or more of the then-outstanding Common Stock (or, in the case of an Acquiring Person Grandfathered Person, additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board of Directors grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 under the definition of Acquiring Person hereof for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become an Acquiring Person acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then-outstanding Common Stock and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board of Directors shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board determines in its sole discretion Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of Common Shares Stock by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will Person does not jeopardize or endanger the availability create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including sole discretion that the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) exemption is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the BoardBoard of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and determination of the Board’s determination Board of Directors with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly constituted committee Independent Directors who are also independent of Independent Directorsthe Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such directors (or such committee) Independent Directors shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request. Furthermore, the Board of Directors shall approve within ten (10) Business Days of receiving an Exemption Request as provided in this Section 5.3 of any proposed acquisition that, together with other transactions contemplated by the Board of Directors, does not cause any aggregate increase in the Beneficial Ownership of Persons with Beneficial Ownership of 4.9% or more of (i) the Common Stock then outstanding or (ii) any class of stock (as defined for purposes of Section 382 of the Code, or “Stock”) (other than Common Stock) then outstanding (a “Five Percent Shareholder”) (as determined after giving effect to the proposed Transfer) over the lowest Beneficial Ownership of Stock by such Five Percent Shareholders (as determined immediately before the proposed acquisition) at any time during the relevant testing period, in all cases for purposes of Section 382 of the Code.

Process to Seek Exemption. Any Person who desires to effect any acquisition of Common Stock or other securities of the Company that wouldmight, if consummated, result in such Person becoming Beneficially Owning the Triggering Percentage or more of the Common Stock then-outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) (a “Requesting Person”) may, prior to such time and in accordance with this Section 29, may request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class registered mail, postage-prepaidreturn receipt requested, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (ai) the name and address of the Requesting Person, (bii) the number number, class and percentage of shares of Common Shares Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates Related Persons of the Requesting Person, and (ciii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to become acquire Beneficial Ownership of Common Stock aggregating the Triggering Percentage or more of the Common Stock then‑outstanding (or, in the case of an Acquiring Person Existing Holder, one or more additional shares of Common Stock) and the maximum number and percentage of shares of Common Shares Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether endeavor to grant an exemption in response respond to an Exemption Request as promptly as practicable within twenty (and, in any event, within ten 20) Business Days) Days after receipt thereofof such Exemption Request; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Shares Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the best interests of the Companydesirable. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s determination of the Board with respect thereto, unless the information contained in the Exemption Request or the Board’s determination of the Board with respect thereto otherwise becomes publicly availableavailable or is required to be disclosed by applicable law or regulation. The To the extent the Board grants a Person’s Exemption Request pursuant to this Section 25, such Person shall be considered and evaluated by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to be the determination of the Board for purposes of such Exemption Requestan “Exempt Person.” 39