Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the Final Expiration Time (such time being hereinafter referred to as any Person becomes an Acquiring Personthe “Redemption Period”), cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and ). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Class A Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Class A Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (pursuant to Section 23(a) or such action being adopted in later time as the manner required by paragraph (a) above)Board may establish for the effectiveness of such redemption, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution DateTime, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Stock Acquisition Date and (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (pursuant to Section 23(a) or such action being adopted in later time as the manner required by paragraph (a) above)Board may establish for the effectiveness of such redemption, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within ten (10) day after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock, provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time prior to the earlier of (i) such time as any Person becomes an Acquiring PersonPerson and (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the ). The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall (i) give notice of such redemption to the Rights Agent and (ii) give public notice of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice to the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth Notwithstanding anything in this Section 23 to the contrary, failure to give any notice contemplated by this subsection (b) or any defect in such notice or the giving of such notice shall not affect the validity of any redemption under this Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date23.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day (or such time specified or unspecified later date as any Person becomes an Acquiring Personmay be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the ). The Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock of the Company (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock of Contents Shares as the Company at the time of a date determined redemption), cash or any other form of consideration deemed appropriate by the Board) or cash. The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board first occurrence of Directors of the Company may be made effective at a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company’s right of Directors of the Company, in its sole discretion, may establishredemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of directing the Company ordering to make the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all each such holders holder at each such holder’s last address as it appears upon the registry books of the Rights Agent Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection unless notice is mailed together with the purchase of Common Shares before the Distribution Datesuch payment.

Redemption and Termination. (a) The Board of Directors of the Company may, at its optionop- tion, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board) in a transaction involving an acquisition of or business combination with the Company nor or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime such Director (identifying each Director and Affiliate separately in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the purchase Company (a "Transaction"), or with any other party or Affiliate of Common Shares before any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Distribution Date.Rights (an "Affected Transaction"), other than treatment as a shareholder on a pro rata basis with other shareholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board of Directors approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A) (II) (b), (c) and (d) above. "Value Enhancement Procedures" shall mean: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase or repurchase by any of them of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"). The Such redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the Stock Acquisition Date and (ii) the Close of Business on the Expiration Date, (A) redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per RightRight (rounded up to the nearest whole $0.001 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and or (B) amend this Agreement to change the Final Expiration Date to another date, including an earlier date. Any redemption made according to this Section 23(a) will be effective immediately upon the action of the Board ordering it, unless such action of the Board expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board). The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i11(d) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate (and valued in good faith) by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted as provided in the manner required by paragraph (aSection 23(a) above)hereof, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such redemption and give notice of such redemption to the Rights Agent, and within ten days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company failure to give nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime defect in any manner such notice shall effect the legality or validity of the redemption. The Company may, at its option, combine the payment of the Redemption Price with any other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase payment being made concurrently to holders of Common Shares before Stock. If legal or contractual restrictions prevent the Distribution DateCompany from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, written evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address 44 48 as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the Company nor any provisions of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board in office immediately prior to such meeting, then for a period of one hundred and other than in connection eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with the purchase of Common Shares before the Distribution Datean Acquiring Person.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of a majority of the Company’s Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the “Redemption Price”) ), and the Company may, at its option, by action of a majority of the Company’s Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of a majority of the Company’s Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Company’s Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors of the Company in the action ordering such redemption (although not earlier than the redemption time of the Rights such action) (such action being adopted in time the manner required by paragraph (a) above"REDEMPTION DATE"), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; PROVIDED, HOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each If the payment of the Redemption Price is not included with such notice, each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current per share market price, as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price", as defined in Section 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the first date of public announcement of the occurrence of a Flip-In Event and (ii) the Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that occurs when there is an Acquiring Person if such redemption was not approved prior to such merger by each of (i) the Board of Directors of the Company and (ii) the stockholders of the Company acting at a stockholders’ meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights (such the effectiveness of which action being adopted in may be conditioned on the manner required by paragraph (a) aboveoccurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall have been be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Company for the Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase or repurchase by any of them of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then then-outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by pursuant to paragraph (a) aboveof this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then then-outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in 23, Section 24 hereof, hereof and other than in connection with the purchase of Common Shares before Stock prior to the Distribution Date. (d) It is understood that the TIDE Committee (as provided below) of the Board of Directors shall review and evaluate this Agreement to determine whether the maintenance of this Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be terminated. The TIDE Committee shall be comprised of Independent Directors selected by the Board of Directors. (e) The TIDE Committee (and Independent Directors, when considering the termination of, or any supplement or amendment to the Rights requiring Independent Directors) shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and/or other advisors. The TIDE Committee (and the Independent Directors when considering the termination of, or amendments or supplements to, the Rights, as described above) shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether to maintain or modify this Agreement or terminate the Rights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date(such period the "Redemption Period"), redeem all all, but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to in this Agreement as the “"Redemption Price”"). Any redemption pursuant to the preceding sentence of this Section 23(a) and will be effective immediately upon the action of the Board of Directors of the Company mayordering the same, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, unless such action of the Common Table Board of Contents Shares as Directors of the Company expressly provides that such redemption will be effective at a date determined by subsequent time or upon the Board) occurrence or cashnonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, Company may establish in its sole discretion, may establishgood faith. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for of the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The failure to give notice required by this Section 23 or any defect therein shall not affect the legality or validity of any redemption hereunder. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof24, and other than in connection with the purchase of Common Shares before prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "), provided that the Board of Directors may cause the Company to redeem less than all of the then outstanding Rights prior to such time as any Person becomes an Acquiring Person in connection with the payment of cash in lieu of issuing fractional shares in connection with a recapitalization, combination or reverse stock split of the Common Stock of the Company. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of all of the Rights pursuant to Section 23(a) (or at such action being adopted in later time or upon such conditions as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. The Company shall promptly make a public announcement of any such redemption; provided, however, that the failure to make, or any defect in, such public announcement shall not affect the validity of such redemption. Promptly after the action of the Board of Directors ordering the redemption of the RightsRights becoming effective, the Company shall give mail a notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing in accordance with Section 26 hereof (provided that the failure to give, or any defect in, such notice to all shall not affect the validity of such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesredemption). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights in connection with any proposal or offer, whether such proposal or offer meets the requirements of a Qualifying Offer, and, if not, in which respects such offer or proposal fails to meet such requirements. The Company may, at its option, pay the Redemption Price either in Common Shares cash, shares of Marathon Stock or Steel Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of such shares at the Common Table time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the Company may be made effective at a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors of the Company, in its sole discretion, may establishredemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for each of the Common SharesMarathon Stock and Steel Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board may (following the Stock Acquisition Date, only with the concurrence of Directors a majority of the Company mayContinuing Directors), at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and, if so directed, the Company shall, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board (with, if required, the concurrence of Directors a majority of the Company Continuing Directors) ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice first-class mail to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price Price, will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, Right as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, pay the Redemption Price either in shares of its Common Shares Stock (based on the “valued at their Current Market Price,” Price as defined in Section 11(d)(i) hereof, on the date of the Common Table of Contents Shares as redemption), other securities, cash or other assets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a date determined by Section 11(a)(ii) Event until such time as the Board) or cashCompany's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (or at such action being adopted in later time as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within 10 days after the action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof23, and other than in connection with the purchase repurchase of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price", as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.to

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date and (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”") and Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company nor is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated by the Board of Directors of the Company in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of its Affiliates a Triggering Event or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection a transaction with the purchase of Common Shares before the Distribution Datean Acquiring Person.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (apursuant to Section 23(a) above), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such time later date as any Person becomes an Acquiring Person, may be determined by its board of directors) on the earlier of (i) the Distribution Date or (ii) the Final Expiration Date redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “Redemption Price”) ), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the “Current Per Share Market Price,” as defined in Section 11(d)(i) hereofPrice thereof at the time of redemption), or any other form of the Common Table consideration deemed appropriate by its board of Contents Shares as of a date determined by the Board) or cashdirectors. The redemption of the Rights by the Board board of Directors directors of the Company may be made effective at such time, time on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company, in its sole discretion, may establish). (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption (with a copy to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and or other than in connection with the purchase of shares of Common Shares before Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of a majority of the Company's Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash). The Such redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the CompanyDirectors, in its sole discretion, may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price"current market price,” " as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash; provided that if the Company elects to pay the Redemption Price in shares of Company Common Stock, the Company shall not be required to issue fractional shares of Company Common Stock. The redemption In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the Rights by Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the Board of Directors same fraction of the current per share market price of a whole share of Company may Common Stock. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors of the Company, in its sole discretion, may establishredemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, hereof and other than in connection with the purchase of shares of Company Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any the earliest of (i) the Close of Business on the tenth Business Day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), (ii) the Close of Business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person becomes is an Acquiring Adverse Person, or (iii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase or repurchase by any of them of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the Common Table Shares at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors of the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Company’s Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day following the Shares Acquisition Date (or, if the Shares Acquisition Date occurred prior to the Record Date, the Close of Business on the tenth calendar day following such time as any Person becomes an Acquiring PersonRecord Date) or (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company Company’s right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price either in cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine), Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, current market price per share at the time of the Common Table of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Shares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in and Section 24 hereof, hereof and other than in connection with the purchase of Common Shares before prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the twentieth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of a Triggering Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price"current market price,” " as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the such notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors of the Company, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 US$0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, share consolidation or subdivision, bonus issue, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) ), and the Company may, at its option, by action of a majority of the Board of Directors of the Company, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, Company in its sole discretion, discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books register of members of the transfer agent for the Company Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at in its optionsole discretion, at any time prior to the earlier of (i) such time as any Person becomes an Acquiring PersonPerson and (ii) the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividend split, stock dividend, or similar transaction occurring after the date hereof (such redemption price price, as adjusted, being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis, and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in current market price (determined pursuant to Section 11(d)(i11(d) hereof, ) of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by pursuant to paragraph (a) above)of this Section 23, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly The Company shall promptly give (i) written notice to the Rights Agent of any such redemption and (ii) public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire acquire, or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and or other than in connection with the purchase of shares of Common Shares before Stock or the conversion or redemption of shares of Common Stock in accordance with the applicable provisions of the Certificate of Formation prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"REDEMPTION PRICE"). The Such redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the CompanyDirectors, in its sole discretion, may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personbefore the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the close of business on the tenth day after the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable at any time when the Company may redeem them pursuant to this Section 23. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price" as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything herein to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) or cash. The prior to the expiration of the Company's right of redemption hereunder. (b) At such time as specified in the resolution of the Board of Directors ordering redemption of the Rights (or at such time as is determined by a committee of the Board of Directors authorized by the Board of Directors to specify such time at the time of the Company may be made effective at Board's adoption of such time, on resolution or immediately upon such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of if the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (aBoard does not specify a date or so empower a committee) above), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither Any failure to give or inadequacy of such notice or delay or failure to pay the Company nor any Redemption Price shall not affect the validity of its Affiliates or Associates may redeem, acquire or purchase for value any the redemption. The Redemption Price shall be payable to those Persons who are record holders of the Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereofthe close of business on a date determined by the Board of Directors, and other than in connection with which date shall be at least eleven days after the purchase Board of Common Shares before Directors orders redemption of the Distribution DateRights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any spin-off or other similar transaction or any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of a majority of the Company's Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, the Company shall give prompt written notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price"current market price,” " as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) such time as any a Person becomes an Acquiring PersonPerson and (ii) the Expiration Date, redeem all order the redemption of all, but not less fewer than all all, the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred to as the “"Redemption Price”) Date"), and the Company mayCompany, at its option, may pay the Redemption Price either in cash or Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, or other securities of the Common Table of Contents Shares as of a date determined Company deemed by the Board) or cashBoard of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (or at such action being adopted in later time as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 Business Days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that except as specifically set forth in this Section 23 or in Section 24 hereof, and other than 11(b) or in connection with the purchase of Common Shares before prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, fractional shares, shares of a Class A Preferred Stock (in the case of Series A Rights), Common Shares Stock (in the case of Series B Rights) (in each case based on the “Current Market Price"current market price,” " as defined in Section 11(d)(i11(d) hereofof this Agreement, of such shares at the Common Table time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 23, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that as specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Shares before Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption and Termination. (a) The Company, acting by resolution of its Board (which resolution shall be effective only if it is approved by a majority of Directors of the Company Continuing Directors) may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0025 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the "REDEMPTION PRICE"). The Company may, at its option, pay the Redemption Price either in cash, shares of Company Common Shares Stock (based on the “"Current Market Price,” " as defined in Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares redemption), or such other form of consideration as of a date determined by the Board) or cash. The redemption majority of the Rights by the Board of Continuing Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishdeems appropriate. (b) Immediately upon the an action of by the Board of Directors of the Company in accordance with Section 23(a) ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Board of Continuing Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Board of Directors may not redeem any rights following a determination pursuant to Section 11(a)(ii)(D) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock (based on the “Current Market Price"current market value,” " as defined in Section SECTION 11(d)(i) hereof, of the shares of Common Table Stock at the time of Contents Shares as redemption), cash or any other form of a date determined by the Board) or cash. The redemption of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Following the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day (or such time specified or unspecified later date as any Person becomes an Acquiring Personmay be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .00l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) ). The redemption of the Rights by the Board may be made effective at such time after the Board’s action to redeem the Rights on such basis and subject to such conditions, as the Board in its sole and absolute discretion may establish. The Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock of the Company (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock of Contents Shares as the Company at the time of a date determined redemption), cash or any other form of consideration deemed appropriate by the Board) or cash. The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board first occurrence of Directors of the Company may be made effective at a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company’s right of Directors of the Company, in its sole discretion, may establishredemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above), evidence of which shall have been filed with the Rights Agent and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time so designated by action of the Board ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books record holder of the Rights Agent or, prior to Common Stock of the Distribution Date, Company at the address of such holder shown on the registry books records of the transfer agent for the Common SharesCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors of the Company. Notwithstanding anything contained in this Agreement to the contrary, in its sole discretion, may establishthe Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company nor is elected by shareholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board of Directors of the Company in office immediately prior to such meeting, then for a period of one hundred and twenty (120) days following the effectiveness of such election, the Rights shall not be 35 37 redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person. (d) The Company may, at its option, discharge all of its Affiliates or Associates may redeem, acquire or purchase for value any obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereoftheir last addresses as they appear on the registry books of the Rights Agent or, and other than in connection with the purchase of Common Shares before prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the Close of Business on the earlier of (i) the Distribution Date or (ii) the Final Expiration Date (or such time later date as any Person becomes an Acquiring Person, may be determined by its Board of Directors) redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “Redemption PriceREDEMPTION PRICE”) ), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the “Current Per Share Market Price,” as defined in Section 11(d)(i) hereofPrice thereof at the time of redemption), or any other form of the Common Table consideration deemed appropriate by its Board of Contents Shares as of a date determined by the Board) or cashDirectors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, time on such basis and with such conditions as the Board of Directors of the Company, Company in its sole discretion, discretion may establish. (b) Immediately . Any such redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; PROVIDED, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 calendar days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof24, and other than in connection with the purchase of shares of Common Shares before Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of Subject to Section 28, the Company may, at its option, by action of the Company's Board of Directors (evidence of which shall be filed with the Rights Agent), at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter the "Redemption Price"). Any such redemption of the Rights may be made effective immediately or at a later time determined in such manner and subject to fulfillment of such conditions as the Board of Directors in its sole discretion may establish (the effective time of redemption being referred to as the “"Redemption Price”) and the Effectiveness Time"). The Company may, at its option, by action of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined current market price, determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption of Notwithstanding anything to the Rights by the Board of Directors of contrary contained in this Section 23(a), the Company may be made effective not take any action pursuant to this Section 23(a) unless (x) at such time, on such basis and with such conditions as the Board time of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering approving such redemption immediately or the redemption Redemption Effectiveness Time and form of payment of the Rights Redemption Price, there are then in office not less than two Continuing Directors and (y) such action being adopted is approved by a majority of the Continuing Directors then in office. (b) At the manner required by paragraph (a) above)Redemption Effectiveness Time, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the RightsRedemption Effectiveness Time, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such time later date as any Person becomes an Acquiring Person, may be determined by its board of directors) on the earlier of (i) the Distribution Date or (ii) the Final Expiration Date redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the “Current Per Share Market Price,” as defined in Section 11(d)(i) hereofPrice thereof at the time of redemption), or any other form of the Common Table consideration deemed appropriate by its board of Contents Shares as of a date determined by the Board) or cashdirectors. The redemption of the Rights by the Board board of Directors directors of the Company may be made effective at such time, time on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company, in its sole discretion, may establish). (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption (with a copy to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and or other than in connection with the purchase of shares of Common Shares before Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the Final Expiration Time (such time being hereinafter referred to as any Person becomes an Acquiring Personthe “Redemption Period”), cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and ). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Class A Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Class A Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (pursuant to Section 23(a) or such action being adopted in later time as the manner required by paragraph (a) above)Board may establish for the effectiveness of such redemption, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution DateTime, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the ). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” current market price, as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption cash or any other form of the Rights consideration deemed appropriate by the Board of Directors and the redemption of the Company may Rights shall be made effective at such time, time and on such the basis and with such conditions as the Board of Directors of the Company, may in its sole discretiondiscretion establish. Notwithstanding anything in this Agreement to the contrary, may establishthe Rights shall not be exercisable until such time as the Company’s right of redemption has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights as provided in Section 23(a) above (or at such action being adopted in later time as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the . (c) The Company nor any may, at its option, discharge all of its Affiliates or Associates may redeem, acquire or purchase for value any obligations with respect to the Rights at anytime by (i) issuing a press release announcing the manner of redemption of the Rights in any manner other than that specifically set forth in accordance with this Section 23 or in Section 24 hereofAgreement, and other than in connection with (ii) mailing payment of the purchase Redemption Price to the registered holders of Common Shares before the Rights as their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $US$.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). Notwithstanding anything contained in this Agreement to the Company maycontrary, at its option, pay the Redemption Price either in Common Shares (based on Rights shall not be exercisable after the “Current Market Price,” as defined in Section 11(d)(i) hereof, occurrence of the Common Table of Contents Shares as of a date determined by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish.Section (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a1) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such time later date as any Person becomes an Acquiring Personmay be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b2) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the . (3) The Company nor any may, at its option, discharge all of its Affiliates or Associates may redeem, acquire or purchase for value any obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereoftheir last addresses as they appear on the registry books of the Rights Agent or, and other than in connection with the purchase of Common Shares before prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, written evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the Company nor any provisions of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board in office immediately prior to such meeting, then for a period of one hundred and other than in connection eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with the purchase of Common Shares before the Distribution Datean Acquiring Person.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day following the Shares Acquisition Date (or, if the Shares Acquisition Date occurred prior to the Record Date, the Close of Business on the tenth calendar day following such time as any Person becomes an Acquiring PersonRecord Date) or (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $. 01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price either in cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine), Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, current market price per share at the time of the Common Table of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph pursuant to subsection (a) above)of this Section 23, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesCompany Securities. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the Company nor any provisions of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 23(a) hereof, and other than in connection the event that a majority of the Board is elected by shareholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated by the Board in office immediately prior to such meeting, then for a period of 180 days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with the purchase of Common Shares before the Distribution Datean Acquiring Person.]*

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Time, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and ). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to Section 23(a) (or, if the resolutions of the Board of Directors electing to redeem the Rights state that the redemption will not be effective until a specified future time or the occurrence of a specified future event, at such action being adopted in future time or upon the manner required by paragraph (a) aboveoccurrence of such future event), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution DateTime, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, by action of its Board of Directors at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date has occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “Redemption Price”"REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, the Rights will not be exercisable after the first occurrence of a Section 11(a)(ii) and Event except during the period that the Company's right of redemption under this Agreement has expired. The Company may, at its option, pay the Redemption Price either Price, in cash, shares of Common Shares Stock (based on the “Current Market Price,” Price as defined in Section SECTION 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Directors. Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have has been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall will give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which that is mailed in the manner herein in this Agreement provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "). Immediately upon the taking of such action ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at Within 10 days after such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will shall be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day (or such time specified or unspecified later date as any Person becomes an Acquiring Personmay be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i11(d) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of directing the Company ordering to make the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books record holder of the Rights Agent or, prior to Common Stock of the Distribution Date, Company at the address of such holder shown on the registry books records of the transfer agent for the Common SharesCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately appro- priately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price", as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the first date of public announcement of the occurrence of a Flip-In Event and (ii) the Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the stockholders of the Company at a stockholders’ meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights (such the effectiveness of which action being adopted in may be conditioned on the manner required by paragraph (a) aboveoccurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall have been be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Company for the Common SharesStock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and "). To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights in connection with any proposal or offer, whether such proposal or offer meets the requirements of a Qualifying Offer, and, if not, in which respects such offer or proposal fails to meet such requirements. The Company may, at its option, pay the Redemption Price either in Common Shares cash, shares of Voting Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of such shares at the Common Table time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the Company may be made effective at a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors of the Company, in its sole discretion, may establishredemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for each of the Common SharesVoting Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day (or such time specified or unspecified later date as any Person becomes an Acquiring Personmay be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the ). The Company may, at its option, pay the Redemption Price either in shares of Common Shares Stock of the Company (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock of Contents Shares as the Company at the time of a date determined redemption), cash or any other form of consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of directing the Company ordering to make the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all each such holders holder at each such holder’s last address as it appears upon the registry books of the Rights Agent Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection unless notice is mailed together with the purchase of Common Shares before the Distribution Datesuch payment.

Redemption and Termination. (a) The Board of Directors of Subject to Section 30 hereof, the Company may, at its option, by action of the Board of Directors of the Company, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Stock Acquisition Date (or such time later date as any Person becomes an Acquiring Personmay be determined by action of a majority of Continuing Directors then in office prior to such time) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.0000001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, by action of the Board of Directors of the Company, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The Such redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such time later date as any Person becomes an Acquiring Personmay be determined by its board of directors) on the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “"Redemption Price”) "), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the “Current Per Share Market Price,” as defined in Section 11(d)(i) hereofPrice thereof at the time of redemption), or any other form of the Common Table consideration deemed appropriate by its board of Contents Shares as of a date determined by the Board) or cashdirectors. The redemption of the Rights by the Board board of Directors directors of the Company may be made effective at such time, time on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company, in its sole discretion, may establish). (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than or in connection with the purchase of shares of Common Shares before Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) hereof at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board of Directors) in a transaction involving an acquisition of or business combination with the Company nor or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime such Director (identifying each Director and Affiliate separately in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the purchase Company (a "Transaction"), or with any other party or Affiliate of Common Shares before any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Distribution DateRights (an "Affected Transaction"), other than treatment as a shareholder on a pro rata basis with other shareholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board of Directors approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A)(II)(b), (c) and (d) above.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such the earlier of (i) the time as any Person becomes an Acquiring PersonPerson or (or, if any Person becomes an Acquiring Person prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and the that any Person is an Adverse Person. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price", as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the ). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Shares Stock (based on the “Current Market Price,” current market price, as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption cash or any other form of the Rights consideration deemed appropriate by the Board of Directors and the redemption of the Company may Rights shall be made effective at such time, time and on such the basis and with such conditions as the Board of Directors of the Company, may in its sole discretiondiscretion establish. Except for the obligation to pay the Redemption Price, may establishthe Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights under this Section 23. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights as provided in Section 23(a) above (or at such action being adopted in later time as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock, provided, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price to the registered holders of the Rights as their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner manner, other than that specifically set forth in this Section 23 or in Section 24 hereof, hereof and other than in connection with the purchase or repurchase by any of them of Company Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) "); and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereofcash or securities or both having a current market price, of the Common Table of Contents Shares as of a date determined by the Board) or cash. The redemption of the Rights by the Board of Directors Directors, of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish$.001. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The failure to give, or any defect in, such notice shall not affect the validity of such redemption. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Company, acting by resolution of its Board (which resolution shall be effective only if it is approved by a majority of Continuing Directors and only if the Continuing Directors constitute a majority of the Company number of directors then in office) may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0025 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the "REDEMPTION PRICE"). The Company may, at its option, pay the Redemption Price either in cash, shares of Company Common Shares Stock (based on the “Current Market Price,” as defined in Price (determined pursuant to Section 11(d)(i11(d)) hereof, of the shares of Company Common Table Stock at the time of Contents Shares redemption), or such other form of consideration as of a date determined by the Board) or cash. The redemption majority of the Rights by the Board of Continuing Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishdeems appropriate. (b) Immediately upon the an action of by the Board of Directors of the Company in accordance with Section 23(a) ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been be filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Board of Continuing Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company Corporation may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted by the Board of Directors of the Corporation to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company Corporation’s right of redemption hereunder has expired. The Corporation may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” current market price”, as defined in Section 11(d)(i) hereof), of the shares of Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cashany other form of consideration deemed appropriate by its Board of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the such Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors of the Corporation ordering the redemption of the Rights, the Company Corporation shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Dateeffected.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” "current market price", as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, if, within 270 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board of Directors of the Company) in a transaction involving an acquisition of, or business combination with, the Company nor or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors of the Company being comprised of persons who were not nominated by the Board of Directors of the Company in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (i) by a vote of a majority of the Directors then in office, provided that (A) before such vote, the Board of Directors of the Company shall have implemented the Value Enhancement Procedures (as defined below) and (B) promptly after such vote, the Company publicly announces such vote and (1) the manner in which the Value Enhancement Procedures were implemented, (2) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime such Director (identifying each Director and Affiliate separately in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the purchase Company (a "Transaction"), or with any other party or Affiliate of Common Shares before any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Distribution DateRights (an "Affected Transaction"), other than treatment as a stockholder on a pro rata basis with other stockholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (3) the individual vote of each Director on the motion to redeem the Rights, and (4) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcements, or (ii) if clause (i) is not applicable, by a vote of a majority of the Directors then in office, provided that (A) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (ii), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (B) the Company shall have publicly announced the vote of the Board of Directors of the Company approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (i)(B)(2), (3) and (4) above.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred on or prior to the Conversion Date), the Close of Business on the tenth Business Day following the Conversion Date), or (ii) the time as any Person becomes an Acquiring Personat which the Rights expire pursuant to this Agreement, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of any series of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the applicable series of Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cashBoard of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to Section 23(a) (or at such action being adopted in later time as the manner required by paragraph (a) aboveBoard of Directors may establish for the effectiveness of such redemption), evidence notice of which shall have been filed with provided to the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the RightsRights becoming effective, the Company shall give mail a notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing in accordance with Section 26 hereof (provided that the failure to give, or any defect in, such notice to all shall not affect the validity of such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesredemption). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) The Nominating and Corporate Governance Committee of the Company's Board of Directors shall review this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company and its stockholders. The Committee shall conduct such review periodically when, as and in such manner as the Committee deems appropriate, after giving due regard to all relevant circumstances; provided, however, that the Committee shall take such action at least every three years. Following each such review, the Committee will report its conclusions to the full Board of Directors of the Company, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The Committee shall be comprised only of directors of the Company who shall have been determined by the Company's Board of Directors to be independent and disinterested (who are neither an Acquiring Person nor any a Person on whose behalf a tender offer or exchange offer for Common Stock of its Affiliates the Company is being made nor an Affiliate, Associate, nominee or Associates may redeem, acquire representative of an Acquiring Person or purchase a Person on whose behalf a tender offer or exchange for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with Common Stock of the purchase of Common Shares before the Distribution DateCompany is being made).

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person5:00 P.M., Central Standard time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time, or (ii) the Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and "REDEMPTION PRICE"). Notwithstanding anything in this Agreement to the Company maycontrary, no Rights may be exercised at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash. The redemption of any time that the Rights by are subject to redemption in accordance with the terms of this Agreement. (b) Immediately upon the action of the Board of Directors of the Company may be made effective at such timeextending the redemption period pursuant to Section 23(a)(i), on such basis and evidence of which shall have been filed with such conditions as the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors of has extended its right to redeem the Company, in its sole discretion, may establishRights. (bc) Notwithstanding anything in this Agreement to the contrary, no redemption of the Rights shall be permitted after 5:00 P.M., Central Standard time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Expiration Date. (d) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail notice of such the redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, or prior to the Distribution Separation Date, on the registry books of the transfer agent Transfer Agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase redeem for value any Rights at anytime any time, in any manner manner, other than that specifically set forth in this Section 23 or in Section 24 hereof23, and neither the Company nor any of its Affiliates or Associates may acquire or purchase for value any Rights at any time, in any manner, other than in connection with the purchase of associated Common Shares before prior to the Distribution Separation Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day (or such time specified or unspecified later date as any Person becomes an Acquiring Personmay be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i11(d) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of directing the Company ordering to make the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books record holder of the Rights Agent or, prior to Common Stock of the Distribution Date, Company at the address of such holder shown on the registry books records of the transfer agent for the Common SharesCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon action by the board of directors, at any time on or prior to the Close of Business (or such time later date as any Person becomes an Acquiring Person, may be determined by its board of directors) on the occurrence of the earlier of (i) the Distribution Date and (ii) the Final Expiration Date redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.000001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the “Redemption Price”) ), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Per Share Market Price,” as defined in Section 11(d)(i) hereofPrice thereof at the time of redemption), or any other form of the Common Table consideration deemed appropriate by its board of Contents Shares as of a date determined by the Board) or cashdirectors. The redemption of the Rights upon action by the Board board of Directors directors of the Company may be made effective at such time, on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company, in its sole discretion, may establish). (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) abovepursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesCompany Stock. Any notice which that is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof24, and other than in connection with the purchase of Common Shares before shares of Company Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights may be redeemed by action of the board of directors pursuant to Section 23(a).

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such 5:00 p.m., California time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time as any Person becomes an Acquiring Personup to, but not exceeding, ten additional days, and (ii) the Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the "REDEMPTION PRICE"). The Company may, at its option, pay the Redemption Price either such redemption price in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, market price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company Company. Notwithstanding anything in this Agreement to the contrary, no Rights may be made effective exercised at such time, on such basis and any time that the Rights are subject to redemption in accordance with such conditions as the terms of this Agreement. (b) Immediately upon the action of the Board of Directors of the CompanyCompany extending the redemption period pursuant to Section 22(a)(i), in evidence of which shall have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its sole discretion, may establishright to redeem the Rights. (bc) Notwithstanding anything in this Agreement to the contrary, no redemption of the Rights shall be permitted after 5:00 p.m. California time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Expiration Date. (d) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, or prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time, in any manner manner, other than that specifically set forth in this Section 23 or in Section 24 hereof22, and neither the Company nor any of its Affiliates or Associates may acquire or purchase for value any Rights at any time, in any manner, other than in connection with the purchase of shares of associated Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction trans action occurring after the date hereof (such redemption 84 87 price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.registry

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such 5:00 P.M., Chicago, Illinois time, on the earlier of (i) the 10th day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time as any Person becomes an Acquiring Personup to, but not exceeding, 10 additional days, and (ii) the Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the "REDEMPTION PRICE"). The Company may, at its option, pay the Redemption Price either such redemption price in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, market price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company Company. Notwithstanding anything in this Agreement to the contrary, no Rights may be made effective exercised at such time, on such basis and any time that the Rights are subject to redemption in accordance with such conditions as the terms of this Agreement. (b) Immediately upon the action of the Board of Directors of the CompanyCompany extending the redemption period pursuant to Section 23(a)(i), in evidence of which shall 32 have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its sole discretion, may establishright to redeem the Rights. (bc) Notwithstanding anything in this Agreement to the contrary, no redemption of the Rights shall be permitted after 5:00 P.M., Chicago, Illinois time, on the earlier of (i) the 10th day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, 10 additional days, or (ii) the Expiration Date. (d) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, or prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time, in any manner manner, other than that specifically set forth in this Section 23 or in Section 24 hereof23, and neither the Company nor any of its Affiliates or Associates may acquire or purchase for value any Rights at any time, in any manner, other than in connection with the purchase of shares of associated Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of [$.01 0.01] per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the Company nor any provisions of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board in office immediately prior to such meeting or action, then for a period of one hundred and other than in connection eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with the purchase of Common Shares before the Distribution Datean Acquiring Person.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth (10th) Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Redemption Price shall be payable, at the option of the Company, in its sole discretioncash, may establishshares of Common Stock (based on the Current Market Price per share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) at the time of redemption) or such other form of consideration as the Board shall determine. Notwithstanding anything to the contrary contained herein, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or defer in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime any time in any manner other than that specifically set forth in this Section 23 or in and Section 24 hereof, and other than in connection with the purchase or repurchase by any of them of Common Shares before Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such the earlier of (i) the Close of Business on the tenth (10th) Business Day following a Stock Acquisition Date or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) Business Day following the Record Date, subject to extension by the Board of Directors for a period of time as any Person becomes an Acquiring Personup to, but not exceeding, ten (10) additional Business Days, and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) ), and the Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the shares of Common Table Stock at the time of Contents Shares as redemption), cash or any other form of a date determined consideration, or any combination of any of the foregoing, deemed appropriate by the Board) or cashBoard of Directors. The Subject to the foregoing, the redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Whole Board in its sole discretion may establish. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable until such time as the Rights shall have become non-redeemable in accordance with the terms of this Agreement. (b) Promptly upon the action of the Board of Directors of the CompanyCompany extending the redemption period pursuant to Section 23(a)(i), in evidence of which shall have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its sole discretion, may establishright to redeem the Rights. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s their last address addresses as it appears they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither In any case, failure to give such notice to any particular holder of Rights shall not affect the Company nor any sufficiency of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner the notice to other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase holders of Common Shares before the Distribution DateRights.

Redemption and Termination. (a) The Subject to the provisions of Section 30 of this Agreement, and any shortening or lengthening of time periods permitted under Section 26 of this Agreement, the Board of Directors of the Company mayDirectors, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted pursuant to reflect any stock split, stock dividend or similar transaction occurring after the date Section 23(c) hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)becoming effective, evidence of which shall have been filed with the Rights Agent Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of by the Board of Directors ordering the redemption of the RightsRights becoming effective, the Company shall give notice of such redemption to the Rights Agent and the record holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the record holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) In the event the Company nor shall at any time after the date of its Affiliates this Agreement (i) declare or Associates may redeempay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, acquire (ii) subdivide or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 split the outstanding shares of Common Stock into a greater number of shares, or in Section 24 hereof(iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then, and other than in connection with each such event, the purchase Board of Directors shall adjust the Redemption Price so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Shares before Stock outstanding immediately after such event and the Distribution Datedenominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $.01 per Right.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the Final Expiration Time (such time being hereinafter referred to as any Person becomes an Acquiring Personthe “Redemption Period”), cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and ). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, Price of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (pursuant to Section 23(a) or such action being adopted in later time as the manner required by paragraph (a) above)Board may establish for the effectiveness of such redemption, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution DateTime, on the registry books of the transfer agent for the Common SharesStock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price"current market price,” " as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.41

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such time later date as any Person becomes an Acquiring Personmay be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s 's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither . (c) In the event of a redemption of the Rights in accordance with this Agreement, the Company nor any may, at its option, discharge all of its Affiliates or Associates may redeem, acquire or purchase for value any obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereoftheir last addresses as they appear on the registry books of the Rights Agent or, and other than in connection with the purchase of Common Shares before prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date, or (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) and that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” , as defined in Section 11(d)(i) hereof, of the Common Table Stock at the time of Contents Shares as of a date determined by the Boardredemption) or cash. The redemption any other form of the Rights consideration deemed appropriate by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establishDirectors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Personthe earlier of (i) the close of business on the fifteenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) and Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the “Current Market Price,” Price as defined in Section 11(d)(i11(d) hereof, of the Common Table Stock at the time of Contents Shares as redemption) or any other form of a date determined consideration deemed appropriate by the Board) or cash. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of directing the Company ordering to make the redemption of the Rights (such action being adopted in the manner required by paragraph (a) above)Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all each such holders holder at each such holder’s 's last address as it appears upon the registry books of the Rights Agent Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesStock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares before the Distribution Date.