Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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 redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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 redemption of the Rights 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. (b) The Company may, at its option, by action of a Requisite Majority, at any time prior to the earlier of (i) such time as a Person becomes an Acquiring Person, or (ii) the Final Expiration Date, redeem all but not fewer than all the then outstanding Rights at the Redemption Price (the date of such redemption, the "Redemption Date"), and the Company, at its option, may pay the Redemption Price either in cash, shares of cash or Class A Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, or other securities of the Common Stock at the time of redemption) or any other form of consideration Company, deemed appropriate by the BoardBoard of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (cb) Immediately upon the action of the Board a Requisite Majority ordering the redemption of the Rights, evidence of which 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 heldPrice. Promptly after the action of the Board a Requisite Majority ordering the redemption of the Rights, the Company shall will give notice of such redemption to the Rights Agent in writing and 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 transfer agent for the Class A Common Stock or Class B Common Stock. Any notice which is mailed in , as the manner herein provided shall be deemed given, whether or not the holder receives the noticecase may be. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made. Any notice that is mailed in the manner in this Agreement provided will be deemed given, whether or not the holder 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.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by a majority of the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Event, the Shares 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 $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" Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as a majority of the Board of Directors in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, 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 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 in writing 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 transfer agent for the Common 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 the 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 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 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 earlier of (i) the date on which a Section 11(a)(ii) EventEvent occurs or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of ; and the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Company may, at its option, pay the Redemption Price either in cashcash or securities or both having a current market price, shares as of Common Stock (based on a date determined by the Current Market Price as defined in Section 11(d) hereofBoard of Directors, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board$.001 per Right. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Directors then in office may, at its their option, upon the affirmative vote or written consent of not less than two-thirds of such Directors, at any time prior to a Section 11(a)(ii) Eventthe Expiration Date, redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the taking of such action of the Board 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 for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Shares 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 $0.01 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" Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by 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, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, 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 of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the 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

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price", as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 occurrence of a Section 11(a)(ii) EventEvent or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof July 30, 2007 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price “current market price,” as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Company’s Board of Directors ordering the redemption 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 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 in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock before the Distribution Date.

Redemption and Termination. (a) The Rights may be redeemed by action of the Board of Directors of the Company pursuant to Section 5.1(b) or by shareholder action pursuant to Section 5.1(c) and shall not be redeemed in any other manner. If at the Expiration Time, no Flip-In Date has occurred, the Board of Directors of the Company may, at its option, elect to terminate the Rights without any payment to any holder thereof. If this Agreement is not ratified by holders of a majority of the voting power of the shares of Common Stock present and entitled to vote on that item of business at the Company’s first annual meeting of stockholders following March 10, 2008, this Agreement and the Rights shall terminate without any payment to any holder thereof unless prior to such annual meeting a Flip-In Date has occurred in which case this Agreement shall not terminate. (b) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii5:00 p.m., Boston, Massachusetts time, on the earlier of (i) Eventthe Flip-In Date or (ii) the Expiration Time, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 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" “Redemption Price”). The redemption of the Rights 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) . The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current 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 deemed appropriate by the BoardBoard of Directors of the Company, or any combination thereof. (c) If the Company receives a Qualified Offer and the Board of Directors of the Company has not redeemed the outstanding Rights or exempted such offer from the terms of this Agreement or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualified Offer from the terms of this Agreement, in each case by the end of the ninety Business Days following the commencement of such Qualified Offer, and if the Company receives, not earlier than ninety Business Days nor later than 120 Business Days following the commencement of such Qualified Offer, a written notice complying with the terms of this Section 5.1(c) (the “Special Meeting Notice”), properly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) or more of the shares of Common Stock then outstanding (excluding shares of Common Stock beneficially owned by the Person making the Qualified Offer and such Person’s Affiliates and Associates), directing the Board of Directors of the Company to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors of the Company shall take such actions as are necessary or desirable to cause the Redemption Resolution to be submitted to a vote of stockholders within ninety Business Days following receipt by the Company of the Special Meeting Notice (the “Special Meeting Period”), including by including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the Company, at any time during the Special Meeting Period and prior to a vote on the Redemption Resolution, enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may be cancelled) if the Redemption Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. For purposes of a Special Meeting Notice, the record date for determining eligible holders of record of the Common Stock shall be the ninetieth Business Day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company at the principal executive offices of the Company and must set forth, as to the stockholders of record executing such Special Meeting Notice, (i) the name and address of such stockholders, as they appear on the Company’s books and records, (ii) the number of shares of Common Stock that are owned of record by each of such stockholders and (iii) in the case of Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Notice only after obtaining instructions to do so from such beneficial owner. Subject to the requirements of applicable law, the Board of Directors of the Company may take a position in favor of or opposed to the adoption of the Redemption Resolution, or no position with respect to the Redemption Resolution, as it determines to be appropriate in the exercise of its fiduciary duties. In the event that (A) no Person has become an Acquiring Person prior to the effective date of redemption referred to below in this sentence, (B) the Qualified Offer continues to be a Qualified Offer prior to the last day of the Special Meeting Period (the “Outside Meeting Date”) and (C) either (1) the Special Meeting is not held on or prior to the ninetieth Business Day following receipt of the Special Meeting Notice or (2) at the Special Meeting at which a quorum is present, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors of the Company (excluding shares of Common Stock beneficially owned by the Person making the Qualified Offer and such Person’s Affiliates and Associates), shall vote in favor of the Redemption Resolution, then all of the Rights shall be deemed redeemed at the Redemption Price by such failure to hold the Special Meeting or as a result of the adoption of the Redemption Resolution by the stockholders of the Company (or the Board of Directors of the Company shall take such other action as may be necessary to prevent the existence of the Rights from interfering with the consummation of the Qualified Offer), such redemption to be effective, as the case may be, (x) as of the close of business on the Outside Meeting Date if a Special Meeting is not held on or prior to such date or (y) if a Special Meeting is held on or prior to the Outside Meeting Date, as of the date on which the results of the vote adopting the Redemption Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting. (d) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 5.1(b) or the effectiveness of a redemption of the Rights pursuant to Section 5.1(c), and in either case, without any further action and without any notice, the right to exercise the Rights will terminate and each Right will thereafter represent only 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 and, within ten days after the such action of the Board ordering the causing a redemption of the RightsRights pursuant to Section 5.1(b) or Section 5.1(c), the Company shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding the foregoing, the failure to give, or any defect in, any notice required to be made or given pursuant to this Section 5.1(d) shall not affect the validity of the redemption of the Rights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe time at which any Person becomes an Acquiring Person (or if such time is prior to the Record Date, 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 $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" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price Price, as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe time immediately prior to such time as any Person first becomes an Acquiring Person and (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 $0.01 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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Shares (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board ordering of Directors of the redemption of Company directing the Company to redeem 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 will terminate and the only right thereafter of the registered holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering of Directors of the Company directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 for the Common Stockin accordance with Section 26 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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" Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as a majority of the Board of Continuing Directors in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board Continuing Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, 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 a majority of the Board Continuing Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the 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 any time in any manner 32. 36 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 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 Company may, at its option, by action of a majority of the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Close of Business on the tenth calendar 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 calendar day following the Record 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 $0.01 .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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either 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 Stock, determined in accordance with Section 11(d), at the time of redemption), cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine) or any other form of consideration deemed appropriate by the BoardBoard of Directors. 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) Event until such time as the Company's right of redemption hereunder has expired. (cb) Immediately upon the action of the Board of Directors ordering the redemption of the RightsRights pursuant to subsection (a) of this Section 23, 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 in writing 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 shares of Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be mademade and in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights.

Redemption and Termination. (a) The Board Company, may, at its option, upon the affirmative vote or written consent of not less than a majority of the Board then in office, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 Warrants at a redemption price of $0.01 .01 per RightWarrant, 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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) majority of the Board then in office. Immediately upon the taking of such action of the Board ordering the redemption of all of the RightsWarrants, evidence of which shall have been filed with the Warrants Agent, and without any further action and without any notice, the right Warrant to exercise the Rights Warrants so redeemed will terminate and the only right Warrant thereafter of the holders of Rights such Warrants so redeemed shall be to receive the Redemption Price for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the RightsWarrants, the Company shall give notice of such redemption to the Rights Agent in writing and the holders of the then outstanding Rights Warrants 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 Warrants Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

Redemption and Termination. (a) The Board Company may, at its option, by resolution of its Board of Directors, at any time prior to a Section 11(a)(iithe earliest to occur of (i) Eventthe Stock Acquisition Date, (ii) the Distribution Date and (iii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, pay the Redemption Price either in cash, shares of the Common Stock (based on the Current Market Price valued at their current market price as defined in Section 11(d) hereof, on the date of the Common Stock at the time of redemption) ), other securities, cash, other assets or any other form of consideration deemed appropriate by the Boardits Board of Directors. (cb) Immediately upon the action of the Board of Directors ordering the redemption 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 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 Not more than ten Business 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 in writing and to 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 transfer agent for the Common 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 the 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 any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the repurchase of Common Stock prior to the Distribution Date. (c) In the event that the Company shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on its Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares, then and in each such event 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 Stock outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock outstanding immediately after 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 at least $0.0001 per Right.

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 later date (which may be a Section 11(a)(iispecific date or a date determined by a subsequent action or event) Eventdetermined by a majority of the Board of Directors before the Rights cease to be redeemable, after the Stock Acquisition Date and (ii) the Expiration Date, (x) redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 0.001 per RightRight (the “Redemption Price”), 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, or (such redemption price being hereinafter referred to as y) determine that the "REDEMPTION PRICE" )Expiration Date shall be a date that is earlier or later than the date previously provided under this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the 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 Board of Directors of the Company in its sole discretion may establish. (b) 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 At the time and date of redemption) or effectiveness set forth in any other form of consideration deemed appropriate by the Board. (c) Immediately upon the action resolution of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any further 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 Price; provided, however, that such resolution of the Board ordering the redemption of Directors of the RightsCompany may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. 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. The Company shall also give notice of such redemption to the Rights Agent in writing and Agent. The Company may elect to give notice of such redemption to 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 Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice In connection with any 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 redemption will state the method by which the Rights and (ii) mailing payment of the Redemption Price will 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 madenull 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 any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Stock Acquisition Date and the Expiration Date.

Redemption and Termination. (a) The Rights may be redeemed by action of the Board of Directors pursuant to subparagraph (b) of this Section 24 or by shareholder action pursuant to subparagraph (c) of this Section 24 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Eventsuch 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 $0.01 .05 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 herein referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption . (i) In the event the Company receives an Offer (as defined in subparagraph (e) of the Rights may be made effective at such timethis Section 24), on such basis and with such conditions as the Board of Directors of the Company shall call a special meeting of shareholders (the "Special Meeting") for the purpose of voting on a resolution requesting the Board of Directors to accept such Offer, as such Offer may be amended or revised by the Offeror (as defined in its sole discretion may establishsubparagraph (e) of this Section 24) from time to time to increase the price per share to be paid to holders of shares of Voting Stock (the "Resolution"). The Special Meeting shall be held on a date selected by the Board of Directors, which date shall be not less than 90 and not more than 120 days after the later of (A) the date such Offer is received by the Company (the "Offer Date") and (B) the date of any previously scheduled meeting of shareholders to be held within 60 days after the Offer Date; PROVIDED, HOWEVER, that if (x) such other meeting shall have been called for the purpose of voting on a resolution with respect to another offer and (y) the Offer Date shall not be later than 15 days after the date such other Offer was received by the Company, then both the Resolution and such other resolution shall be voted on at such meeting and such meeting shall be deemed to be the Special Meeting; PROVIDED, HOWEVER, that in any 12 month period the Company shall not be required to hold more than one Annual Meeting and one Special Meeting; and PROVIDED FURTHER, if the Company shall publicly announce that the Board of Directors has determined that it is in the best interests of shareholders actively to seek an alternate transaction so as to obtain greater value for shareholders than that provided by such Offer, then such vote shall be postponed to a meeting called by the Board of Directors which shall occur within 90 days after the date of such announcement. The Board of Directors shall set a date for determining the shareholders of record entitled to notice of and to vote at the Special Meeting in accordance with the Company's Certificate of Incorporation and Bylaws and with applicable law. At the Offeror's request, the Company shall include in any proxy soliciting material prepared by it in connection with the Special Meeting proxy soliciting material submitted by the Offeror; PROVIDED, HOWEVER, that the Offeror shall by written agreement with the Company contained in or delivered with such request have indemnified the Company against any and all liabilities resulting from any statements found to be defamatory, misstatements, misleading statements or omissions contained in the Offeror's proxy soliciting materials and have agreed to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. (bii) The Company mayIf at the Special Meeting the Resolution receives the affirmative vote of a majority of the shares of Voting Stock outstanding as of the record date of the Special Meeting, not giving effect to any affirmative votes cast by the Offeror or any of its Affiliates or cast with respect to any Insider Shares, then all of the Rights shall be redeemed by such shareholder action at its option, pay the Redemption Price in cashPrice, effective immediately prior to the consummation of any tender offer (provided that such tender offer is consummated prior to 60 days after the date of the Special Meeting) pursuant to which any Person offers to purchase all of the shares of Common Voting Stock held by Persons other than such person and its Affiliates (based on A) at a price per share equal to or greater than the Current Market Price as defined price contained in Section 11(dthe Resolution approved at the Special Meeting and (B) hereoffor consideration, the cash proportion of which is equal to or greater than that contained in the Resolution approved at the Special Meeting and non-cash portion of which, if any, is of the Common Stock same type and on terms no less favorable than that contained in the Resolution approved at the Special Meeting; PROVIDED, HOWEVER, that the Rights shall not be redeemed at any time from and after such time as any Person becomes an Acquiring Person. (iii) Nothing contained in this subparagraph (c) shall be deemed to be in derogation of redemptionthe obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Offer, or to recommend that holders of shares of Voting Stock reject any tender offer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative Offers or other proposals to the Special Meeting) with respect to any Offer or any tender offer that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty. (iv) Nothing in this subparagraph (c) shall be construed as limiting or prohibiting the Company or any Offeror from proposing or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other form of consideration deemed appropriate business combination or other transaction, or any other action by the BoardCompany or such Offeror, PROVIDED, HOWEVER, that the holders of Rights shall have the rights set forth in this Rights Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action. (cd) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to subparagraph (d) of this Section 24, or upon the effectiveness of the redemption of the Rights pursuant to subparagraph (c) of this Section 24, 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 such action of the Board of Directors ordering the redemption of the RightsRights pursuant to subparagraph (b) or the effectiveness of the redemption of the Rights pursuant to subparagraph (c), as the case may be, the Company shall give notice of such redemption to the Rights Agent in writing 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 orAgent, or prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. 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 the 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 any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock and other shares prior to the Distribution Date.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of a majority of the Board of Directors in accordance with the Company's By-Laws, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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" "). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Board of Directors in accordance with the Company's By-Laws, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price", as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of a majority of the Board Majority of the Directors in accordance with the Company's By-Laws ordering the redemption of the Rights, evidence of which shall 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 action of a majority of the Board Majority of the Directors in accordance with the Company's By-Laws ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the time a Section 11(a)(ii) EventPerson becomes an Acquiring Person, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .005 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 Effective Time (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 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 in writing 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 Stock. 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 the redemption will shall state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 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" “Redemption Price” ). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 occurrence of a Section 11(a)(ii) EventEvent and (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 $0.01 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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Shares (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board ordering of Directors of the redemption of Company directing the Company to redeem 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 will terminate and the only right thereafter of the registered holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering of Directors of the Company directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 for the Common Stockin accordance with Section 26 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Company, acting by resolution of its Board may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Company Common Stock (based on the Current Market Price as defined in (determined pursuant to Section 11(d)) hereof, of the shares of Company Common Stock at the time of redemption) ), or any such other form of consideration deemed appropriate by as the BoardBoard in good xxxxx xxxxx appropriate. (cb) Immediately upon the an action of by the Board in accordance with Section 23(a) ordering the redemption of the Rights, evidence of which shall 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 action of the Board ordering the redemption of the RightsRights in accordance with Section 23(a), the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Trigger Date and (ii) the Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be Right (the "Redemption Price") 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" )of this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Subject to the terms of this Agreement, 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) 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 At the time and date of redemption) or effectiveness set forth in any other form of consideration deemed appropriate by the Board. (c) Immediately upon the action resolution of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any further 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 Price; provided, however, that such resolution of the Board ordering the redemption of Directors of the RightsCompany may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. 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. The Company shall also give notice of such redemption to the Rights Agent in writing and Agent. The Company may elect to give notice of such redemption to 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 Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice In connection with any 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 redemption will state the method by which the Rights and (ii) mailing payment of the Redemption Price will 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 madenull 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 any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration 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 occurrence of a Section 11(a)(ii) EventEvent or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Company's Board of Directors ordering the redemption 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 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 in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock before the Distribution Date. (c) Notwithstanding the provisions of Section 24(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 (i) 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 an Acquiring Person and/or its Affiliates or Associates and (ii) the rights may not be redeemed following such 180 day period if (A) such redemption is reasonably likely to have the purpose or effect allowing any Person to become an Acquiring Person or otherwise facilitate the occurrence of a triggering event or a transaction with an Acquiring Person and (B) during such 180-day period, the Company enters into any agreement, arrangement or understanding with any Acquiring Person or its Affiliates or Associates which is reasonably likely to have the purpose or effect of facilitating a transaction with an Acquiring Person and/or its Affiliates or Associates.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Stock Acquisition Date and (ii) the Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 per Right, as such amount may be Right (the "Redemption Price") 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" )of this Agreement. The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares (including fractional 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any further 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 Price; provided, however, -------- ------- that such resolution of the Board of Directors of the Company may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for each Right so heldsuch termination by the Board of Directors of the Company. Promptly As soon as practicable 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 in writing and to 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 Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of the 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 any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the occurrence of a Section 11(a)(iiTriggering Event, or (ii) Eventthe Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of U.S. $0.001 per Right (rounded up to the nearest whole U.S. $0.01 per Rightin 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 share split, stock share dividend or similar transaction occurring after the date hereof (such redemption price, the “Redemption Price”), and the Company may, at its option, pay the Redemption Price either in Ordinary Shares (valued at their current market price being hereinafter referred to as defined in Section 11(d) on the "REDEMPTION PRICE" date of the redemption), other securities, cash or other assets as deemed appropriate by the Board. The redemption of the Rights by the Board may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. (b) The Company mayIn deciding whether or not to exercise the Company’s right of redemption hereunder, 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, directors of the Common Stock at Company shall act in good faith, in a manner they reasonably believe to be in the time best interests of redemption) the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects of any action upon employees, customers and creditors of the Company and upon communities in which offices or any other form establishments of consideration deemed appropriate by the BoardCompany are located, and all other pertinent factors. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the The Company shall give notice of such redemption to the Rights Agent in writing 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 StockOrdinary Shares; 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 the 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 any time in any manner other than that specifically set forth in this Section 24 or Section 25, and other than in connection with the purchase, acquisition or redemption of Ordinary Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to a Section 11(a)(ii) Eventthe Flip-In Date, elect to redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $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 redemption of “Redemption Price”) and the Rights 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. (b) The Company mayCompany, at its option, may pay the Redemption Price either in cash, cash or shares of Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, or other securities of the Common Stock at the time of redemption) or any other form of consideration Company deemed appropriate by the BoardBoard of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (cb) Immediately upon the action of the Board ordering of Directors electing to redeem the Rights (or, if the resolution of the Board of Directors electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the Rightsoccurrence of such future time or event), and without any further action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldin cash or securities, as determined by the Board of Directors. Promptly after the action of the Board ordering the redemption of the RightsRights are redeemed, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be madeaccordance with Section 5.9.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the Board of Directors of the Company, at any time prior to a Section 11(a)(iithe earlier of (i) Event, the Shares 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 $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" Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to SECTION 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. 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 in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this SECTION 23, 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 Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the 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 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 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 a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights may be made effective at such redeemed only until the EARLIEST to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishtenth Business Day after the Stock Acquisition Date, or (ii) the Final Expiration Date. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 in writing 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 transfer agent for the Common 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock 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 Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. 31 (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights may be made effective at such redeemed only until the EARLIEST to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishtenth Business Day after the Stock Acquisition Date, or (ii) the Final Expiration Date. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 in writing 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 transfer agent for the Common 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock 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 Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Share Acquisition Date and (ii) the Expiration Date, redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $0.01 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" “Redemption Date”). The redemption of , and the Rights 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. (b) The Company mayCompany, at its option, may pay the Redemption Price either in cash, shares of cash or Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, Shares or other securities of the Common Stock at the time of redemption) or any other form of consideration Company deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (cb) Immediately upon the action of the Board ordering the redemption of the RightsRights (or at such later time as the Board may establish for the effectiveness of such redemption), 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 action of the Board ordering the redemption of the RightsRights (or at such later time as the Board may establish for the effectiveness of such redemption), the Company shall give written notice of such redemption to the Rights Agent in writing 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of the 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 any time in any manner except as specifically set forth in this Section or in Section 11(b) or in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to a Section 11(a)(ii) Eventthe Flip-In Date, elect to redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $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 redemption of “Redemption Price”) and the Rights 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. (b) The Company mayCompany, at its option, may pay the Redemption Price either in cash, cash or shares of Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, or other securities of the Common Stock at the time of redemption) or any other form of consideration Company deemed appropriate by the BoardBoard of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (cb) Immediately upon the action of the Board ordering of Directors electing to redeem the Rights (or, if the resolution of the Board of Directors electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the Rightsoccurrence of such future time or event), and without any further action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so heldin cash or securities, as determined by the Board of Directors. Promptly after the action of the Board ordering the redemption of the RightsRights are redeemed, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be madeaccordance with Section 5.9.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 occurrence of a Section 11(a)(ii) EventEvent and (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 $0.01 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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Shares (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board ordering of Directors of the redemption of Company directing the Company to redeem 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 will terminate and the only right thereafter of the registered holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering of Directors of the Company directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 for the Common Stockin accordance with Section 26 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Subject to Section 28, the Company may, at its option, by approval of either (1) 75% of the Company's Board of Directors or (2) a majority of the Company's Board of Directors and a majority of the Continuing Directors then in office provided that at the time of such action there are then in office not less than two Continuing Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" 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 40 37 Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the RightsRights by either (1) 75% of the Company's Board of Directors or (2) a majority of the Company's Board of Directors and a majority of the Continuing Directors, evidence of which shall 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 action of the Board ordering the redemption of the RightsRights by either (1) 75% of the Company's Board of Directors or (2) a majority of the Company's Board of Directors and a majority of the Continuing Directors, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $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 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. Subject to as the "REDEMPTION PRICE" ). The foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Company’s Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 Company Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 occurrence of a Section 11(a)(ii) EventEvent and (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 $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" “Redemption Price”). The redemption of the Rights 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. (b) 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 deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 Stockin accordance with Section 26 hereof. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Any notice given in accordance with Section 26 hereof shall be deemed given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Subject to Section 30, the Company may, at its option, by action of a majority of the Independent Directors, at any time prior to (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date, or (ii) such later date as a Section 11(a)(iimajority of the Independent Directors shall determine (such determination to be made prior to the date specified in (i) Eventabove) and of which the Company will give the Rights Agent prompt written notice, but in no event later than the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Independent Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price" as defined in Section 11(d) hereof), of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of a majority of the Board Independent Directors ordering the redemption of the Rights, evidence of which shall 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 action of a majority of the Board Independent Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe time immediately prior to such time as any Person first becomes an Acquiring Person and (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 $0.01 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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Shares (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board ordering of Directors of the redemption of Company directing the Company to redeem 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 will terminate and the only right thereafter of the registered holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering of Directors of the Company directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 for the Common Stockin accordance with Section 26 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Subject to Section 30, the Company may, at its option, by action of the Board of Directors, at any time prior to a Section 11(a)(ii) Eventthe Distribution Date, but in no event later than the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" “Redemption Price”). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price “current market price” as defined in Section 11(d) hereof), of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $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" “Redemption Price”). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price as defined current market price, determined in accordance with Section 11(d) hereof), of the shares of Company Common Stock at the time of redemption) or any other form cash. Subject to the foregoing, the redemption of consideration deemed appropriate by the Board.Rights may be made (cb) Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 StockRights. Any notice which that is mailed given in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors may, at within its optionsole discretion, at any time prior to the earlier of (i) the occurrence of a Section 11(a)(ii) EventEvent 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 $0.01 .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" 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 basis, and with such conditions as the Board of Directors in its sole discretion may establish. (b) . The Company Corporation may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price as defined in current market price (determined pursuant to Section 11(d) hereof, ) of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Board ordering of Directors electing to redeem the redemption Rights pursuant to paragraph (a) of the Rightsthis Section 23, 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 Corporation shall promptly give (i) notice to the Rights Agent of any such redemption and (ii) public notice of any such redemption (which public notice may be satisfied by a filing with the Securities and Exchange Commission); 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 ordering the redemption of Directors electing to redeem the Rights, the Company Corporation shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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" “Redemption Price”). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights may 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 in its sole discretion may establish. (b) 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) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (cb) Immediately upon the action of the Board ordering the redemption 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 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 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, such notice shall not affect the legality or validity of such redemption. Promptly after the action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Close of Business or the tenth (10/th/) day following the Company first knowledge of the Trigger Date and (ii) the Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be Right (the "Redemption Price") appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (such redemption price being hereinafter referred to as including fractional shares) of Common Stock (based on the "REDEMPTION PRICE" )Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the 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 Board of Directors of the Company in its sole discretion may establish. (b) 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 At the time and date of redemption) or effectiveness set forth in any other form of consideration deemed appropriate by the Board. (c) Immediately upon the action resolution of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any further 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 Price; provided, however, that such resolution of the Board ordering the redemption of Directors of the RightsCompany may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. The Company shall promptly give public notice (as well as prompt written notice thereof to the Rights Agent) 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. The Company shall also give notice of such redemption to the Rights Agent in writing and Agent. The Company may elect to give notice of such redemption to 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 Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice In connection with any 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 redemption will state the method by which the Rights and (ii) mailing payment of the Redemption Price will 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 madenull 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 any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Trigger Date and the Expiration Date.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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 PRICERedemption Price" ). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Eventsuch time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" “Redemption Price”). The redemption of the Rights 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) . 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, current market price of the Common Stock at the time of redemptionredemption as determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), 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. (c) Within 10 days after the such action of the Board of Directors of the Company ordering the redemption of the RightsRights (or such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), the Company shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the redemption will shall state the method by which the payment of the Redemption Price will be made. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common 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 a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights may be made effective at such redeemed only until the earliest to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the tenth Business Day after the Stock Acquisition Date, (ii) the declaration by the Board of Directors in its sole discretion may establishthat any Person is an Adverse Person, or (iii) the Final Expiration Date. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock 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 Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

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 date on which a Section 11(a)(ii) EventEvent occurs or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may shall be appropriately appropri- ately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of ; and the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Company may, at its option, pay the Redemption Price either in cashcash or securities or both having a current market price, shares as of Common Stock (based on a date determined by the Current Market Price as defined in Section 11(d) hereofBoard of Directors, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board$.001. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Board, by majority vote, may, at its option, at any time prior to a Section 11(a)(iithe earlier of (a) Eventthe Distribution Date or (b) 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 $0.01 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" “Redemption Price”). The 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 may 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 made effective at such time, on such basis and with such conditions as to receive the Board Redemption Price (without the payment of Directors in its sole discretion may establish. (b) any interest thereon). 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 deemed appropriate by the Board. (c) Immediately upon the . Within 10 days after such action of the Board ordering the redemption of the Rights, 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 ordering the redemption all of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" “Redemption Price”). 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 Stock (based on the “current market price”, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash and Table of Contents the redemption of the Rights may shall be made effective at such time, on such the basis and with such conditions as the Board of Directors may in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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. 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. 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 in writing 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 Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Eventsuch time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" “Redemption Price”). The redemption of the Rights 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) . 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, current market price of the Common Stock at the time of redemptionredemption as determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), 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. (c) Within 10 days after the such action of the Board of Directors of the Company ordering the redemption of the RightsRights (or such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), the Company shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the redemption will shall state the method by which the payment of the Redemption Price will be made. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date. (e) Beginning in the year 2011, the Independent Committee shall annually during the first quarter of each fiscal year review and evaluate the Tax Items and the risk of an Ownership Change and, based on such review and evaluation and such other factors as it considers relevant, determine whether (i) any specific provision of this Rights Agreement, including, without limitation, the ownership threshold included in the definition of Acquiring Person, and/or (ii) the maintenance of this Rights Agreement generally, continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company. Following each such review, the Independent Committee will communicate its conclusions to the full Board of Directors of the Company, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be terminated. The Independent Committee shall have the power to set its own agenda and to retain, at the expense of the Company, its choice of legal counsel, investment bankers and/or other advisors. The Independent Committee shall have the authority to review all information of the Company and to consider any and all factors it deems relevant to an evaluation of whether to maintain or modify this Rights Agreement.

Redemption and Termination. (a) The Board Subject to Section 28 hereof, the Company may, at its option, by action of the Company's Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"), and 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 Stock (based on the "current market price", as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Company's Board of Directors ordering the redemption of the Rights, evidence of which shall 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 action 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by a majority of the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Event, the Shares 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 $0.01 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" Redemption Price"), and the Company may, at its ---------------- option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as a majority of the Board of Directors in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, 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 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 in writing 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 transfer agent for the Common 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 the 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 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 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 a Section 11(a)(iibefore the earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights may 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 in its sole discretion may establish. (b) 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 Price, as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 before the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, by action of a majority of the whole Board of Directors, at any time prior to the time a Section 11(a)(ii) EventPerson becomes an Acquiring Person, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 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 Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 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 in writing 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 Stock. 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 the redemption will shall state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the board of directors, at any time on or prior to a Section 11(a)(iithe Close of Business (or such later date as may be determined by its board of directors) Event, 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 $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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price as defined in Section 11(d) hereof, of the Common Stock thereof at the time of redemption) ), or any other form of consideration deemed appropriate by its board of directors. The redemption of the Board. (c) Immediately 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. Any such redemption will be effective immediately upon the action of the Board 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 RightsRights pursuant to Section 23(a), 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 10 days after the action effectiveness of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common Stock. 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or in Section 24 or other than in connection with the purchase of shares of Common 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 Board, by majority vote, may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the majority of the Board. (c) ). Immediately upon the taking of such action of the Board 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 for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the Rights, the Company shall give prompt written notice of such redemption to the Rights Agent in writing and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and 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 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

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 occurrence of a Section 11(a)(ii) EventEvent or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price “current market price,” as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Company’s Board of Directors ordering the redemption 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 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 written notice of such redemption to the Rights Agent in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventany Person becoming an Acquiring Person (or, if any Person becomes an Acquiring Person prior to the Record Date, by action taken by the Board of Directors of the Company prior to any Person becoming an Acquiring Person but effective as of the Close of Business on 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 $0.01 .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 in this Agreement as the "REDEMPTION PRICE" 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 may establish in its sole discretion may establishgood faith. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a), 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 in writing 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 transfer agent of the Common Shares, the Series D Preferred Stock, the Series E Preferred Stock and the Series G Preferred 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or in Section 24, and other than in connection with the purchase of Common Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Shares 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 $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" Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by 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, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, 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 of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the 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 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 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 earlier of (i) the occurrence of a Section 11(a)(ii) EventEvent and (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 $0.01 0.0001 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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Shares (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board ordering of Directors of the redemption of Company directing the Company to redeem 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 will terminate and the only right thereafter of the registered holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering of Directors of the Company directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 for the Common Stockin accordance with Section 26 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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" 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made." 18. Section 26 shall be deleted in its entirety and replaced with the following:

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe time at which any Person becomes an Acquiring Person (or if such time is prior to the Record Date, 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 $0.01 .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" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price Price, as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 transfer agent for the Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall 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 action of a majority 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 in writing 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 transfer agent for the Company Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 occurrence of a Section 11(a)(ii) EventEvent or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Company's Board of Directors ordering the redemption 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 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 in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock before the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights may be made effective at such redeemed only until the EARLIEST to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the tenth Business Day after the Stock Acquisition Date, (ii) the declaration by the Board of Directors in its sole discretion may establishthat any Person is an Adverse Person, or (iii) the Final Expiration Date. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 in writing 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 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock 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 Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in cash, shares of Company 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 deemed appropriate by the Board."current market (cb) Immediately upon the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board a. Subject to Section 30, the Company may, at its option, by action of a majority of the Independent Directors, at any time prior to (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date, or (ii) such later date as a Section 11(a)(iimajority of the Independent Directors shall determine (such determination to be made prior to the date specified in (i) Eventabove) and of which the Company will give the Rights Agent prompt written notice, but in no event later than the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" “Redemption Price”). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Independent Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price “current market price” as defined in Section 11(d) hereof), of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (c) b. Immediately upon the action of a majority of the Board Independent Directors ordering the redemption of the Rights, evidence of which shall 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 action of a majority of the Board Independent Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of the date on which a Section 11(a)(ii) EventEvent occurs or the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of ; and the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Company may, at its option, pay the Redemption Price either in cashcash or securities or both having a current market price, shares as of Common Stock (based on a date determined by the Current Market Price as defined in Section 11(d) hereofBoard of Directors, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board$.001. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventsuch time as any Person becomes an Acquiring Person, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, time and on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. (b) . The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (cb) Immediately upon the action of the Board ordering the redemption 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 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the 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 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 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 the time a Section 11(a)(ii) EventPerson becomes an Acquiring Person, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .005 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 Effective Date (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 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 in writing 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 Stock. 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 the redemption will shall state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (ai) The Subject to Section 23(a)(iii), the Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Eventredeem all, redeem all but not less than all of all, the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"), at any time prior to the earlier of (x) a Section 11(a)(ii) Event, or (y) the Final Expiration Date. The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock Shares (based on the Current Market Price "current per share market price," as defined in Section 11(d11(d)(i) hereof, of the Common Stock Shares at the time of redemption) or cash; provided that if the Company elects to pay the Redemption Price in Common Shares, the Company shall not be required to issue any other form fractional Common Shares and the number of consideration deemed appropriate by Common Shares issuable to each holder of Rights shall be rounded down to the Boardnext whole share. (cii) Immediately In addition, subject to Section 23(a)(iii), the Board of Directors of the Company may, at its option, at any time following a Shares Acquisition Date but prior to any Section 13 Event, redeem all, but not less than all, of the then outstanding Rights at the Redemption Price in connection with any merger, consolidation, sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Company and its Subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Shareholder. (iii) The Board of Directors of the Company may only redeem Rights pursuant to Section 23(a)(i) or 23(a)(ii) hereof if a majority of the Disinterested Directors authorizes such redemption. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the action date for redemption set forth (or determined in the manner specified in) in a resolution of the Board of Directors of the Company ordering the redemption 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 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 In the action case of a redemption permitted only under Section 23(a)(ii), evidence of which shall have been filed with the Board ordering the redemption of the RightsRights Agent, the Company shall give notice of such redemption right to exercise the Rights Agent in writing will terminate and represent only the holders of the then outstanding Rights by mailing such notice right 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 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 the redemption will state the method by which the payment of receive the Redemption Price will be made.upon the later of ten Business Days following the giving of such notice or the expiration of any period during which the rights under Section 11(a)(ii) may be

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form cash. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of consideration deemed appropriate by a Section 11(a)(ii) Event until such time as the BoardCompany's right of redemption hereunder has expired. (cb) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) a. The Board Company, may, at its option, upon the affirmative vote or written consent of not less than a majority of the Board then in office, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 10th Business Day following the Stock Acquisition Date or the Offer Commencement 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 $0.01 .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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Boardmajority of the Board then in office. (c) b. Immediately upon the taking of such action of the Board 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 for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

Redemption and Termination. (a) The Subject to the provisions of the Certificate, which requires the approval of a majority of Continuing Directors, the Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $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" Redemption Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights may 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 in its sole discretion may establish. (b) 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 "current market price", as defined in Section 11(d11(d)(1) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately Subject to the provisions of the Certificate, which requires the approval of a majority of Continuing Directors, immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 ordering the redemption of the Rights, ; the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company, may, at its option, upon the affirmative vote or written consent of not less than a majority of the Board then in office, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all all) of the then outstanding Class A Rights at a redemption price of $0.01 .01 per Class A 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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) majority of the Board then in office. Immediately upon the taking of such action of the Board ordering the redemption of all of the Class A 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 Class A Rights so redeemed will terminate and the only right thereafter of the holders of such Class A Rights so redeemed shall be to receive the Redemption Price for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the Class A Rights, the Company shall give notice of such redemption to the Rights Agent in writing and the holders of the then outstanding Class A 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 Class A Common 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of the date on which a Section 11(a)(ii) EventEvent occurs or 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 $0.01 .001 per Right, as such amount may shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of ; and the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Company may, at its option, pay the Redemption Price either in cashcash or securities or both having a current market price, shares as of Common Stock (based on a date determined by the Current Market Price as defined in Section 11(d) hereofBoard of Directors, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board$.001. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon the affirmative vote or written consent of not less than a majority of the Board then in office at any time prior to a Section 11(a)(iithe earlier of the (i) EventDistribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all all) of the then outstanding Class B Rights at a redemption price of $0.01 .01 per Class B 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" Redemption Price"). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) majority of the Board then in office. Immediately upon the taking of such action of the Board ordering the redemption of all of the Class B 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 Class B Rights so redeemed will terminate and the only right thereafter of the holders of such Class B Rights so redeemed shall be to receive the Redemption Price for each Right so held(without the payment of any interest thereon). Promptly Within 10 days after the such action of the Board ordering the redemption of all of the Class B Rights, the Company shall give notice of such redemption to the Rights Agent in writing and the holders of the then outstanding Class B 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 Class B Common 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 the redemption will shall state the method by which the payment of the Redemption Price will shall be made.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Independent Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Close of Business on the Final Expiration Date, or (ii) the Close of Business on the tenth day following the Stock Acquisition Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Independent Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price", as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of a majority of the Board Independent Directors ordering the redemption of the Rights, evidence of which shall 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 action of a majority of the Board Independent Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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" “Redemption Price” ). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed duly given, whether or not the holder receives the notice. Each such notice of the 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, by action of a majority of the whole Board of Directors at any time prior to the time a Section 11(a)(ii) EventPerson becomes an Acquiring Person, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 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 Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" “Redemption Price”). The redemption of the Rights 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. (b) 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 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 in writing and the registered 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 Company for the Common Stock. 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 the redemption will shall state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Subject to Section 27 hereof, the Board of Directors of the Company may, at its option, at any time prior to the date on which a Section 11(a)(ii) EventEvent occurs, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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 (such redemption price being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration consideration, or any combination of any of the foregoing, deemed appropriate by the BoardBoard of Directors of the Company. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 transfer agent for the Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form cash; provided that if the Company elects to pay the Redemption Price in shares of consideration deemed appropriate by Company Common Stock, the BoardCompany shall not be required to issue fractional shares of Company Common Stock. In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the same fraction of the current per share market price of a whole share of Company Common Stock. 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 hereunder has expired. (cb) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.and

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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" “Redemption Price” ). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made. (d) In the event of a redemption of the Rights in accordance with this Agreement, 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 at 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 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 may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 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 PRICERedemption Price" ). The redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board ordering the redemption of the Rights, 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 ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Stock Acquisition Date and (ii) the Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 per Right, as such amount may be Right (the "Redemption Price") 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" )of this Agreement. The redemption of the Rights 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. (b) The Company may, at its option, pay the Redemption Price in cash, shares (including fractional 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 deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any further 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 Price; provided, however, that such -------- ------- resolution of the Board of Directors of the Company may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for each Right so heldsuch termination by the Board of Directors of the Company. Promptly As soon as practicable 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 in writing and to 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 Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of the 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 any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption and Termination. (a) A. The Board of Directors of the Company may, at its option, at any time prior to the earliest of [i] the Close of Business on the tenth Business Day following the Share Acquisition Date, [ii] the occurrence of a Section 11(a)(ii) EventTriggering Event or [iii] the Expiration Date, redeem all order the redemption of all, but not less than all of all, the then outstanding Rights at a redemption price Redemption Price of $0.01 .01 per whole Right; provided, as such amount may be appropriately adjusted to reflect any stock splithowever, stock dividend or similar transaction occurring after that immediately upon the date hereof (such redemption price being hereinafter referred to as that an Acquiring Person becomes an Acquiring Person or an Adverse Person becomes an Adverse Person, and thereafter until the "REDEMPTION PRICE" ). The redemption earliest of [i] the Close of Business on the tenth Business Day following the Share Acquisition Date, [ii] the occurrence of a Triggering Event or [iii] the Expiration Date, the Rights may be made effective at redeemed only if a majority of the Disinterested Directors then in office determine that such timeredemption is, on such basis in their judgment, in the best interest of the Company and with such conditions as the Board of Directors in its sole discretion may establishshareholders. (b) 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 deemed appropriate by the Board. (c) B. Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 Business Days 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 in writing 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 records of the Rights Agent or, prior to the Distribution Date, on the registry books records of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of the redemption will 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 the Rights at any time, in any manner, other than that specifically set forth in this Section 24.

Redemption and Termination. (a) The Board 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. Subject to as the "REDEMPTION PRICE" ). The foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

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 day (or as late as the 30th day, if the Board so desires) after such time as a Section 11(a)(iiPerson becomes an Acquiring Person and (ii) Eventthe Expiration Date order the redemption of all, redeem all but not less fewer than all all, of the then outstanding Rights at a redemption price of $0.01 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" Redemption Date"). The redemption of , and the Rights 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. (b) The Company mayCompany, at its option, may pay the Redemption Price either in cashcash or Common Shares or other securities of the Company deemed by the Board of Directors of the Company, shares in the exercise of Common Stock (based its sole discretion, to be at least equivalent in value to the Redemption Price; provided, however, that, in addition to any other limitations contained herein on the Current Market Price as defined right to redeem outstanding Rights (including the occurrence of any event or the expiration of any period after which the Rights may no longer be redeemed), for the 120-day period after any date of a change (resulting from a proxy or consent solicitation) in Section 11(d) hereof, a majority of the Common Stock Board of Directors of the Company in office at the time commencement of redemptionsuch solicitation, the Rights may only be redeemed if (A) or any other form there are directors then in office who are Continuing Directors and (B) the Board of consideration deemed appropriate by Directors of the BoardCompany, with the concurrence of a majority of such Continuing Directors, determine that such redemption is, in their judgment, in the best interests of the Company and its stockholders. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 Within ten Business Days 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 in writing 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of the redemption will Redemption Price 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "REDEMPTION PRICE" Redemption Price"). The redemption of the Rights may be made effective at such redeemed only until the earliest to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishtenth Business Day after the Stock Acquisition Date, or (ii) the Final Expiration Date. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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 in writing 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 transfer agent for the Common 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock 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 Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (ai) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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" Redemption Price"), at any time prior to the earlier of (A) the occurrence of a Section 11(a)(ii) Event, or (B) the Final Expiration Date. The redemption of the Rights 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. (b) The Company Corporation may, at its option, pay the Redemption Price either in cash, shares of Common Stock Shares (based on the Current Market Price "current per share market price," as defined in Section 11(d) hereof, of the Common Stock Shares at the time of redemption) or cash; provided, that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any other form fractional Common Shares and the number of consideration deemed appropriate by Common Shares issuable to each holder of Rights shall be rounded down to the Boardnext whole share. (cii) Immediately In addition, the Board may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) but prior to any Section 13 Event, redeem all but not less than all of the then outstanding Rights at the Redemption Price (A) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its Subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholder, or (B)(1) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 10% or more of the Common Shares, and (2) at the time of redemption no other Persons are Acquiring Persons. (b) In the case of a redemption permitted under Section 23(a)(i) hereof, immediately upon the action date for redemption set forth (or determined in the manner specified) in a resolution of the Board ordering the redemption 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 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 In the case of a redemption permitted only under Section 23(a)(ii) hereof, evidence of which shall have been filed with the Rights Agent, the right to exercise the Rights will terminate and represent only the right to receive the Redemption Price upon the later of 10 Business Days following the giving of such notice or the expiration of any period during which the rights under Section 11(a)(ii) may be exercised. The Corporation shall promptly give written notice of any such redemption to the Rights Agent and the holders of the Rights in the manner set forth in Section 26 hereof; 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 such date for redemption set forth in a resolution of the Board ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common StockShares. 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 the redemption will state the method by which the payment of the Redemption Price will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at 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 prior to the Distribution Date. (c) The Corporation 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 (with prompt written notice thereof to the Rights Agent) 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 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 Corporation.

Redemption and Termination. (a) The Board Subject to Section 30, the Company may, at its option, by action of a majority of the Independent Directors, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" Redemption Price"). The redemption of , and the Rights 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. (b) The Company may, at its option, by action of a majority of the Independent Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the Current Market Price "current market price" as defined in Section 11(d) hereof), of the shares of Company Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Boardcash. (cb) Immediately upon the action of a majority of the Board Independent Directors ordering the redemption of the Rights, evidence of which shall 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 action of a majority of the Board Independent Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iibefore the earlier of (i) Eventthe Close of Business on the tenth day following the Stock Acquisition Date (or such later date as the Board of Directors of the Company may determine) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .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 is referred to in this Agreement as the "REDEMPTION PRICE" Redemption Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights may 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 in its sole discretion may establish. (b) redemption under this Agreement has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the Current Market Price "current market price," as defined in Section 11(d) hereof), of the shares of Common Stock at the time of redemption) ), cash, or any other form of consideration deemed appropriate by the BoardCompany's Board of Directors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any or 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 action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 before the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe close of business on the twentieth 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 $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" Redemption Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights may 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 redemption hereunder set forth in its sole discretion may establish. (bthe first sentence of this Section 23(a) 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) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the BoardBoard of Directors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 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 in writing 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 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board mayCompany shall upon approval of holders of at least 55% of shares of Company Common Stock (other than shares of Company Common Stock held by any Person or Persons or an Affiliate or Associate of any such Person or Persons, at its optionwho has or have commenced (and not withdrawn) a tender or exchange offer for shares of Company Common Stock), at any time prior to a Section 11(a)(iithe earlier of (i) Eventthe Close of Business on 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 $0.01 .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" Redemption Price"), and the Company may, at its option, by action of the vote of the majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The redemption of the Rights may shall be made effective at such time, on such basis and with such conditions as approved at the Board meeting of Directors in its sole discretion may establishholders of shares of Company Common Stock. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action approval by shareholders of the Board ordering the redemption of the RightsRights in accordance with Section 23(a), evidence of which shall 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 action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent in writing 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 transfer agent for the Company Common Stock. 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the board of directors, at any time on or prior to a Section 11(a)(iithe Close of Business (or such later date as may be determined by its board of directors) Eventon 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 $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" “Redemption Price”). The redemption of , and the Rights 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. (b) The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price as defined in Section 11(d) hereof, of the Common Stock thereof at the time of redemption) ), or any other form of consideration deemed appropriate by its board of directors. The redemption of the Board. (c) Immediately 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. Any such redemption will be effective immediately upon the action of the Board 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 RightsRights pursuant to Section 23(a), 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 ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent in writing 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 transfer agent for the Common Stock. 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 the 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 any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, or in connection with the purchase of shares of Common 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 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 a Section 11(a)(iithe earlier of (i) Eventthe 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 $0.01 .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" 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 Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights 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. (b) 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 deemed appropriate by the Board. (c) Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, evidence of which shall 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 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 in writing 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 transfer agent for the Company Common 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 the redemption will state the method by which the payment of the Redemption Price will be made.

Redemption and Termination. (a) The Board may, at its option, at any time prior to a Section 11(a)(ii) Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $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 redemption of the Rights 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. (b) The Company may, at its option, by action of a Requisite Majority, at any time prior to the Close of Business on the earlier of (i) the tenth Business Day following a Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not fewer than all the then outstanding Rights at the Redemption Price (the date of such redemption, the "Redemption Date"), and the Company, at its option, may pay the Redemption Price either in cash, shares of cash or Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, or other securities of the Common Stock at the time of redemption) or any other form of consideration Company, deemed appropriate by the BoardBoard of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (cb) Immediately upon the action of the Board a Requisite Majority ordering the redemption of the Rights, evidence of which 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 heldPrice. Promptly after the action of the Board a Requisite Majority ordering the redemption of the Rights, the Company shall will give notice of such redemption to the Rights Agent in writing and 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 transfer agent for the Common 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 the redemption will state the method by which the payment of the Redemption Price will be made. Any notice that is mailed in the manner in this Agreement provided will be deemed given, whether or not the holder 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.