Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 (ix) the close of business on the fifteenth tenth calendar day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets; provided furtherprovided, however, that ifif the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or (y) below, following then there must be Continuing Directors in office and such authorization shall require the occurrence concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date and following or (y) such authorization occurs on or after the expiration date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the right directors of redemption hereunder but prior to the Company in office at the commencement of such solicitation or initiative if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred a participant in such solicitation or otherwise disposed initiative has stated (or if upon the commencement of such solicitation or initiative a number majority of Common Shares in one transaction or series the directors of transactions, not directly or indirectly involving the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price")”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights following an Adverse Person Event; and provided, following further, that if the occurrence Board authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a Share Acquisition Date and following the expiration majority of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Continuing Directors. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", Current Market Price as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration 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 such conditions as the Board in its sole discretion may establish; provided, however, that if the Board authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors.

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 on or before the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to the occurrence of any Triggering Eventevent specified in Section 13 hereof, (iA) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event any event specified in Section 13 hereof such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, Stock and (iiB) there are no other Persons, immediately following the occurrence of the event described in clause (i)A) of this sentence, who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares 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 Board of DirectorsDirectors of the Company.

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 following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event; and provided, following further, that if the occurrence Board authorizes -------- ------- redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a Share Acquisition Date and following the expiration majority of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Continuing Directors. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", Current Market Price as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration 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 such conditions as the Board in its sole discretion may establish; provided, however, that if the Board -------- ------- authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (ix) the close of business on the fifteenth calendar tenth day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d) on the date of the redemption), other securities, cash or other assets; provided furtherprovided, however, that if, following if the occurrence Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a Share majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date and following or (y) such authorization occurs on or after the expiration date of a change (resulting from a proxy or consent solicitation) in the composition of a majority of the right Board of redemption hereunder but prior to Directors of the Company from the Board that was in office at the commencement of such solicitation if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred a participant in such solicitation has stated (or otherwise disposed if upon the commencement of such solicitation a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, and the Company may, at its option pay the Redemption Price in securities, cash or other assets, provided, however, that ifif the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, following then there must be Continuing Directors then in office and such authorization shall require the occurrence concurrence of a Share Acquisition Date and following majority of such Continuing Directors. In the expiration event a majority of the right Board of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed Directors of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less changed by vote of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence stockholders of the event described in clause (i)Company, who are Acquiring Persons, then the right Rights shall not be redeemable for a period of redemption 10 Business Days after the date that the new directors so elected take office and it shall be reinstated and thereafter a condition to such redemption that any tender or exchange offer then outstanding be subject to the provisions of this Section 23kept open within such 10 Business Day period. 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 expiredexpired (as such time period may be extended pursuant to this agreement). The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price" of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), subject to extension by the Company pursuant to Section 26 hereof, or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights for cash at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided PROVIDED, HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then such authorization must be approved by a majority of the Independent Directors, if any, then in office and approved by a Supermajority Vote: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; PROVIDED further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons or Adverse Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) of this proviso, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors; and provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company (with the approval of the majority of Continuing Directors) shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .00512 per Right in cash, or by delivery (which amount represents the redemption price of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by set forth in the Board Original Rights Agreement, adjusted for stock splits occurring between the date of Directorsthe Original Rights Agreement and the date hereof), as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) subject to extension by the Company pursuant to Section 26 hereof, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights for cash at a redemption price of $.01 .000001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherPROVIDED, HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then such authorization shall require the affirmative vote of at least 80% of the members of the Board of Directors of the Company: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; PROVIDED FURTHER, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons or Adverse Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 their option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar tenth business day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests 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"); provided furtherprovided, however, -------- that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 2324. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 27 hereof, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"”); provided furtherprovided, however, that if, the Rights may not be redeemed following any merger to which the occurrence of Company is a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, party that (i) a Person who occurs when there is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following was not approved (x) prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause Company and (i), who are Acquiring Persons, then y) prior to such merger by the right stockholders of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Company at a stockholders’ meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Flip-In Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.

Redemption and Termination. (a) The Board of Directors of the Company then in office may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following the Share Acquisition date any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, any Exempted Person or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding, or (ii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Directors redeem all (but not less than all all) of the then-then outstanding Rights at a redemption price of $.01 per Right in cashRight, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock share split, distribution share dividend, combination of member interests Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifif the Corporation is then restricted or prohibited from paying the Redemption Price in cash, following then the occurrence Corporation may, at its option, pay the Redemption Price by delivery of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventsuch other consideration, (i) a Person who is an Acquiring Person shall have transferred including without limitation, Common Shares or otherwise disposed of a number units of Common Shares and/or other securities, or other property or assets of the Corporation, or a combination thereof, as a majority of the Directors determine in one transaction or series their sole discretion to be a fair and equivalent Redemption Price, which determination shall be final and binding. Immediately upon the taking of transactionssuch action ordering the redemption of all of the Rights, not directly or indirectly involving evidence of which shall have been filed with the Company or 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 its Subsidiariesthe holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, that did not result the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the occurrence manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less redemption will state the method by which the payment of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall Redemption Price will be reinstated and thereafter be subject to the provisions of this Section 23made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the CompanyCorporation's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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, by action of its Board of Directors at any time prior to the earlier of (i) the close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date has occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"); provided furtherprovided, however, there must be at least two Continuing Directors then in office and such authorization will require concurrence of a Requisite Majority if the Board of Directors authorizes redemption of the Rights in either of the following circumstances: (i) such authorization occurs on or after the time any Person becomes an Acquiring Person or an Adverse Person, or (ii) such authorization occurs on or after the time of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if on or after the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, may consider taking, or reserves any right to take, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event; provided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder under this SECTION 23 but prior to any Triggering Event, (ix) a Person who is an all Acquiring Person shall Persons and Adverse Persons have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, transactions not directly or indirectly involving the Company or any of its Subsidiaries, Subsidiaries that did not result in the occurrence of a Triggering Event or the Company (with the approval of the Requisite Majority) has issued additional equity securities, in either instance such that such each Acquiring Person and Adverse Person is thereafter a Beneficial Owner of less that 10% or less of the outstanding shares of Common SharesStock, and (iiy) there are is no other Persons, Acquiring Person or (in the good faith judgment of a Requisite Majority) Adverse Person immediately following the occurrence of the event described in clause CLAUSE (ix), who are Acquiring Persons, then the right of redemption shall will be reinstated and thereafter be subject to the provisions of this Section SECTION 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall will not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as except during the period that the Company's right of redemption hereunder under this Agreement has expiredexpired and not been reinstated. The Company may, at its option, pay the Redemption Price Price, in cash, shares of Common Shares Stock (based on the "current market price", Current Market Price as defined in Section 11(d) hereofSECTION 11(d)(i), of the Common Shares Stock at 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, by action of a majority of the whole Board of Directors at any time prior to the earlier of (i) the close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"); provided furtherprovided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who if there is an Acquiring Person shall have transferred or otherwise disposed the Rights may not be redeemed (i) if from and after the time a Person became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any majority of its Subsidiariesmembers are representatives, that did not result in nominees, designees, Affiliates or Associates of an Acquiring Person (including the occurrence of Acquiring Person as a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less designee of the outstanding Common SharesAcquiring Person, and or (ii) there are no other Personsfollowing any merger to which the Company is a party that was not approved (x) prior to the time such Person became an Acquiring Person, immediately following by the occurrence Board of Directors of the event described in clause Company and (i)y) prior to such merger, who are Acquiring Persons, then by the right shareholders of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Company at a shareholders' meeting. 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) Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at 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 (ix) the close of business on the fifteenth tenth calendar day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets; provided furtherprovided, however, that if, following if the occurrence Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a Share majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date and following or (y) such authorization occurs on or after the expiration date of a change (resulting from a proxy or consent solicitation) in a majority of the right directors of redemption hereunder but prior to the Company in office at the commencement of such solicitation if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred a participant in such solicitation has stated (or otherwise disposed if upon the commencement of such solicitation a number majority of Common Shares in one transaction or series the directors of transactions, not directly or indirectly involving the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 (ix) the close of business on the fifteenth calendar tenth day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d) on the date of the redemp- tion), other securities, cash or other assets; provided furtherprovided, howeverhow- ever, that if, following if the occurrence Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Indepen- dent Directors in office and such authorization shall require the concurrence of a Share Acquisition Date and following the expiration majority of the right Independent Directors: (x) such authorization occurs on or after the Shares Acquisi- tion Date or (y) such authorization occurs on or after the date of redemption hereunder but prior to a change (resulting from a proxy or consent solicitation) in the composition of a majority of the Board of Directors of the Company from the Board that was in office at the commencement of such solicitation if any Triggering Event, (i) a Person who is an Acquiring a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the Board of Directors of the Com- pany has determined in good faith) that such Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day tenth Business Day following notice to the Share Board of Directors of the occurrence of the Stock Acquisition DateDate (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth business day following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes -------- redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then such authorization shall require the concurrence of a majority of the Continuing Directors then in office: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event; provided further, -------- ------- however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable (i) after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay or (ii) during the Redemption Price period in cash, Common Shares (based on which the "current market price", as defined in Company's right of redemption shall have been reinstated under Section 11(d) 30 hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) (i) 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 fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, combination, recapitalization or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but at any time prior to any Triggering Event, the earlier of (ix) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 and (y) the Company's right of redemption hereunder has expiredFinal Expiration Date. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of DirectorsDirectors of the Company. In addition, the Board of Directors of the Company 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 (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets, cash flow or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), in which all holders of shares of Common Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Acquiring Person or any Affiliate or Associate of an Acquiring Person or (y)(1) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% of the shares of Common Stock and (2) at the time of redemption, no other Persons are Acquiring Persons.

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 fifteenth calendar twentieth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the twentieth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further. In addition, howeverthe Board of Directors of the Company may redeem all but not less than all of the then outstanding Rights at the Redemption Price following the occurrence of a Stock Acquisition Date but prior to any Section 13 Event in connection with any Section 13 Event in which all holders of Common Stock are treated alike and not involving an Acquiring Person or an Affiliate or Associate of any Acquiring Person or any other Person in which such Acquiring Person, that ifAffiliate or Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii11(a)(ii)(A) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth day (as such period may be extended pursuant to the provisions of Section 27 hereof) following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), such Redemption Price to be payable 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 such other form of consideration as may be deemed appropriate by the Board of Directors of the Company; provided furtherprovided, however, that if, if following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 105% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 and under subsection (b) of this Section 23 has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market value", as defined in Section ll(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash; provided provided, however, if the Board of Directors of the Company authorizes redemption of the Rights and such authorization occurs on or after the time a Person becomes an Acquiring Person then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors; provided, further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactionstransaction", not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (iI), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(iill(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day tenth Business Day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .0l per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10less than 15% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board Board. If so designated by the Board, payment of Directorsthe redemption price under the 1996 Agreement shall constitute payment of the redemption price 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 close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all all, but not less than all all, of the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"”); provided furtherprovided, however, that if, the Rights may not be redeemed following any merger to which the occurrence of Company is a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, party that (iA) a Person who occurs when there is an Acquiring Person shall have transferred or otherwise disposed and (B) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of a number Directors and (y) prior to such merger by the stockholders of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did at a stockholders’ meeting (and not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (iby written consent), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Flip-In Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.

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 fifteenth calendar day tenth Business Day following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event; provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable (i) after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay or (ii) during the Redemption Price period in cash, Common Shares (based on which the "current market price", as defined in Company's right of redemption shall have been reinstated under Section 11(d) 30 hereof, of the Common Shares at 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 their option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar tenth business day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests 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"); provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 2324. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 27 hereof, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock divided or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 1015% or less of the outstanding shares of Common SharesStock of the Company, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 Close of Business, on the earlier of (ix) the Share Acquisition Date (or if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date, ) or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.0025 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided further, provided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventevent described in Section 13(a), either (x) in connection with any event specified in Section 13(a) in which all holders of Common Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (y) following the occurrence of an event set forth in, and the expiration of any period during which the holders of Rights may exercise the Rights under, Section 11 (a) (ii) if each of the following shall have occurred and remain in effect: (i) such Section 11 (a) (ii) event shall be deemed inadvertent as determined by the Board of Directors in its discretion taking into account all such factors as it deems relevant; (ii) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction a transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 10 percent or less of the outstanding shares of Common SharesStock of the Company, and (iiiii) there are no other Persons, immediately following the occurrence of the event described in clause (i)ii) hereof, who are Acquiring Persons, and (iv) the transfer or other disposition described in clause (ii) hereof, above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day tenth Business Day following the Share Stock Acquisition DateDate (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following if the occurrence Board of a Share Acquisition Date and following the expiration Directors of the right Company authorizes redemption of redemption hereunder but prior to any Triggering Event, the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or within one year after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is an Acquiring Person shall have transferred or otherwise disposed a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price"Current Market Price, as defined in Section 11(d) hereof11(d)(i), of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of DirectorsDirectors of the Company.

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 fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"”); provided furtherprovided, however, that if, the Rights may not be redeemed following any merger to which the occurrence of Company is a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, party that (i) a Person who occurs when there is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following was not approved (x) prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause Company and (iy) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Flip-In Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.

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 fifteenth calendar tenth business day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred, prior to the Record Date, the close of business on the tenth business day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further. Notwithstanding the foregoing, however, the Board of Directors may not redeem any Rights following its declaration that ifany person is an Adverse Person. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (ix) a Person person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (iiy) there are no other Persons, immediately following the occurrence of the event described in clause (ix), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) 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 Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights ----- -------- ------- following an Adverse Person Event; and provided, following further, that if the occurrence Board -------- ------- authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a Share Acquisition Date and following the expiration majority of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Continuing Directors. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", Current Market Price as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration 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 such conditions as the Board in its sole discretion may establish; provided, however, that if the Board -------- ------- authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing 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 close of business on the fifteenth calendar day twentieth Business Day following the Share Stock Acquisition DateDate (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time if the Rights are not then redeemable), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% or less of the outstanding shares of Common SharesStock or Voting Securities representing less than 10% of Total Voting Power, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following if the occurrence Board of a Share Acquisition Date and following the expiration Directors of the right Company authorizes redemption of redemption hereunder but prior to any Triggering Event, the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is an Acquiring Person shall have transferred or otherwise disposed a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at 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 close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"); provided furtherprovided, however, that if, the Rights may not be redeemed following any merger to which the occurrence of Company is a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, party that (i) a Person who occurs when there is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following was not approved (x) prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause Company and (iy) prior to such merger by the stockholders of the Company at a stockholders' meeting (and not by written consent), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of the class of Common Shares Stock for which the Right is exercisable (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the such class of Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors, other than Class B Common Stock issued in respect of the Redemption Price to be paid for Class A Rights; provided, however, that the Redemption Price shall first be paid in shares of such Common Stock for which a Right is exercisable to the extent of the authorized shares of such class of Common Stock for which a Right is exercisable (excluding all such shares that are outstanding or reserved for issuance for purposes other than the exercise of the Rights).

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 fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash; provided furtherprovided, however, that notwithstanding the foregoing if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventset forth above in this Section 23(a), either (ii)(A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (iiB) there are no other Persons, immediately following the occurrence of the event described in clause (iA), who are Acquiring Persons, and (C) there are at least two Continuing Directors then in office and a majority of the Continuing Directors approve the reinstatement of the right of redemption pursuant to this Section 23, or (ii)(A) the Board approves the consolidation, merger or other combination of the Company with or into, or the sale or other transfer (either by the Company or one or more of its Subsidiaries), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to a Person other than the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) who caused the occurrence of such Stock Acquisition Date, PAGE and (B) the Board of Directors of the Company, as part of the approval of such an event described in the preceding clause (ii)(A), approves the reinstatement of the right of redemption pursuant to this Section 23, and (C) there are at least two Continuing Directors then in office and a majority of the Continuing Directors so approve such reinstatement, then, in either such case, the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay expired (such right of redemption hereunder being deemed to have expired notwithstanding the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, existence of the Common Shares at possibility of the time reinstatement thereof as provided above in this Section 23(a)). Subject to the foregoing, the redemption of redemption) or any other form of consideration deemed appropriate the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of DirectorsDirectors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company Company, by the affirmative vote of at least a majority of the Continuing Directors in addition to any other vote required by law or by the articles of incorporation or bylaws of the Company, may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following notice to the Share Board of Directors of the occurrence of the Stock Acquisition DateDate (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are no not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 A majority of the Company Continuing Directors may, at its their option, at any time prior to before the earlier of (i) the close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests 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"); provided furtherprovided, however, that if, following after the occurrence of a Share Stock Acquisition Date and following after the expiration of the right of redemption hereunder but prior to before any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following after the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 2324. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 27 hereof, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.Common

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 following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or such later date as may be determined by action of the Board (with the concurrence of a majority of Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event and provided, following further, that if the occurrence Board authorizes -------- ------- redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a Share Acquisition Date and following the expiration majority of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Continuing Directors. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", Current Market Price as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration 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 such conditions as the Board in its sole discretion may establish; provided, however, that if the Board authorizes -------- ------- redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier earliest of (i) the close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherPROVIDED, howeverHOWEVER, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder pursuant to clause (i) of this Section 23(a) but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for shares of Common Shares Stock (including fractional shares) or other consideration (including but not limited to depository units representing shares of Common Shares Stock or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-l (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "“current market price"”, as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 Company, by the affirmative vote of at least a majority of the members of the Board of Directors in addition to any other vote required by law or by the articles of incorporation or bylaws of the Company, may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following notice to the Share Board of Directors of the occurrence of the Stock Acquisition DateDate (or such later date as may be determined by a majority of the members of the Board of Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10less than 9.9% or less of the outstanding shares of Common SharesStock or Voting Securities representing less than 9.9% of Total Voting Power, and (ii) there are no not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.has

Redemption and Termination. (a) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following the Share Stock Acquisition DateDate (or such later date as may be determined by action of the Corporation’s Board of Directors and extended from time to time and publicly announced by the Corporation), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company Corporation or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10less than 20% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable (i) after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's Corporation’s right of redemption hereunder has expired. The Company may, at its option, pay or (ii) during the Redemption Price period in cash, Common Shares (based on which the "current market price", as defined in Corporation’s right of redemption shall have been reinstated under Section 11(d) 32 hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifif the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) and (y) below, following then there must be Continuing Directors then in office and such authorization shall require the occurrence concurrence of a Share Acquisition Date and following majority of such Continuing Directors: (x) such authorization occurs on or after the expiration time a Person becomes an Acquiring Person, or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the right directors in office at the commencement of redemption hereunder but prior to such solicitation if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such that solicitation, such Person (or one or more of its Affiliates or Associates) is thereafter making a Beneficial Owner cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of 10% Common Stock not beneficially owned by such Person (or less by its Affiliates or Associates). Notwithstanding the foregoing, the Board of Directors of the outstanding Common Shares, and (iiCompany may not redeem any Rights following a determination made pursuant to section 11(a)(ii)(B) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23that any person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.Directors of the

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 fifteenth calendar tenth business day following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable (i) after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay or (ii) during the Redemption Price period in cash, Common Shares (based on which the "current market price", as defined in Company's right of redemption shall have been reinstated under Section 11(d) 30 hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .05 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following -------- ------- the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (iA) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (iiB) there are no other Persons, immediately following the occurrence of the event described in clause (iA), who are Acquiring Persons, and (C) the Board shall so approve, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board may not redeem any Rights following its declaration that any Person is an Adverse Person. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Specified Directors, pursuant to a resolution adopted by a majority of the Company maySpecified Directors, may at its their option, at any time prior to the earlier of (i) the close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all but not less than all of the then-then- outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of both the outstanding shares of MAR Common SharesStock and the outstanding shares of MAR-A Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring PersonsPersons and (iii) the majority of Specified Directors shall so approve, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the majority of Specified Directors with the concurrence of the Board; provided, if -------- the Board does not concur in the form of Directorsconsideration, the Company shall pay the Redemption Price in cash. Notwithstanding the foregoing, the Rights shall become nonredeemable on and following any merger to which the Company is a party and which has not been approved by stockholders at an annual or special meeting of the Company, if within the period of thirty (30) days prior to such a merger an event set forth in Section 11(a)(ii) or Section 13 hereof shall have occurred.

Redemption and Termination. (a) (i) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but at any time prior to any Triggering Event, the earlier of (ix) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 Event, or (y) the Company's right of redemption hereunder has expired. The Company Final Expiration Date, and the Corporation may, at its option, pay the Redemption Price either in cash, Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided, however, 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 next whole share. (ii) In addition, the Board of Directors.Directors of the Corporation 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 Section 13 Event 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) a Transaction Person. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the date for redemption set forth (or determined in the manner specified in) in a resolution of the Board of Directors of the Corporation 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. In the case of a redemption permitted only under Section 23(a)(ii), 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 ten Business Days following the giving of notice or the expiration of any period during which the rights under Section 11(a)(ii) may be exercised. The Corporation 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 ten (10) days after such date for redemption set forth in a resolution of the Board of Directors ordering the redemption of the Rights, the Corporation shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer D-21

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., New York City time, on the earlier of (i) the close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .05 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of -------- Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Disinterested Directors then in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person or any of its Affiliates or Associates intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, unless, concurrent with such solicitation, such Person or one or more of its Affiliates or Associates is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person or by its Affiliates or Associates; provided further, however, that if, ---------------- following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is not thereafter a Beneficial Owner of shares of Voting Stock representing more than 10% or less of the outstanding Common SharesVoting Power, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) .1 The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following notice to the Board of Directors of the occurrence of the Share Acquisition DateDate (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable) or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided furtherprovided, however, that if, following the occurrence of a Share the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company Corporation or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 1015.0% or less of the outstanding shares of Common Shares, Stock or Voting Securities representing 15.0% or less of Total Voting Power and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Triggering Event until such time as the Company's Corporation’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, Such a redemption of the Common Shares Rights may be made effective at the time of redemption) or any other form of consideration deemed appropriate by such time, on such basis and with such conditions as the Board of Directorsin its sole discretion may establish. The Corporation shall promptly file a certificate with the Rights Agent setting forth the Board action, including the relevant terms and conditions, effecting the redemption.

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 fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time on or before the earlier of (i) the close of business on the tenth business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the Record Date) or such later date or dates as the Board of Directors, or any duly authorized committee thereof, may designate; provided furtherprovided, however, that ifif such later date or dates are -------- ------- designated, following such designation shall be made on or prior to the occurrence date prior to which redemption would otherwise be required, or (ii) the Final Expiration Date; provided, however, if the Board of a Share Acquisition Date and following the expiration Directors of the right Company authorizes -------- ------- redemption of the Rights or designates an extension of the redemption hereunder but prior period pursuant to any Triggering Event, clause (i) above in either of the circumstances set forth in clauses (x) and (y) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: such authorization or designation occurs (x) on or after the time a Person becomes an Acquiring Person, or (y) on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is an Acquiring a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Continuing Directors has determined in good faith) that such Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner Event. Notwithstanding the foregoing, the Board of 10% or less Directors of the outstanding Common Shares, and (ii) there are no other Persons, immediately following Company may not redeem any Rights while any Person continues to retain the occurrence status of the event described in clause (ian Adverse Person pursuant to Section 11(a)(ii)(B), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market priceCurrent Market Price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of DirectorsDirectors and which does not violate the terms of any agreement to which the Company is a party on the date of this Rights Agreement (or, if a majority of the then Continuing Directors so agree, after the date of this Agreement). Furthermore, if the Company shall determine to pay the redemption price in Common Stock it may but shall not be required to issue fractional shares and may aggregate fractional shares of Common Stock that would otherwise be due to holders of Rights and distribute these shares to the Rights Agent to be sold in the open market and the proceeds thereof shall be distributed to the appropriate holders of Rights.

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 fifteenth calendar tenth business day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following -------- the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Close of Business on the earlier of (i) the close of business on the fifteenth calendar tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may shall be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherand the Company may, howeverat its option, that ifpay the Redemption Price either in Common Shares (based on the "current market price", following the occurrence of a Share Acquisition Date and following the expiration as defined in Section 11(d)(i) hereof, of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series at the time of transactionsredemption), not directly or indirectly involving the Company cash or any other form of its Subsidiaries, that did not result in consideration deemed appropriate by the occurrence Board of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less Directors of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Company. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company mayNotwithstanding the foregoing, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, Board of Directors of the Common Shares Company may not redeem any Rights (i) at any time subsequent to having made the time determination that any Person is an Adverse Person or (ii) for a period of redemptionone hundred and eighty (180) days following the effectiveness of an election in which (A) a majority of the Board of Directors of the Company were elected by shareholder action by written consent or any other form (B) a majority of consideration deemed appropriate the Board of Directors of the Company elected at a meeting of Shareholders were not nominated by the Board of DirectorsDirectors in office immediately prior to such meeting, 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.

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 Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) of this proviso, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors; and provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company (with the approval of the majority of Continuing Directors) shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .05 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights following an Adverse Person Event; and provided further that, if the Board authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and the requirements of any national securities exchange on which the Common Stock is listed) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, the Board has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrently with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed under the Exchange Act for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of more transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Directors) shall so approve, then the Company's right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(iill(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Redemp- tion Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of DirectorsBoard.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to during the period (the "Redemption Period") commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.005 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following if the occurrence of a Share Acquisition Date and following the expiration Board authorizes redemption of the right of redemption hereunder but prior to any Triggering Event, (i) Rights on or after the time a Person who is becomes an Acquiring Person Person, then such authorization shall have transferred or otherwise disposed require the concurrence of a two-thirds of the authorized number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less members of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Board. 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 or a Section 13 Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. Immediately upon the action of the Board ordering the redemption of Directorsthe 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 shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. 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 and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as 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; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall 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 fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price")”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Continuing Directors of the Company then in office may, at its option, at any time prior to the earlier of (i) the close of business on the fifteenth calendar day tenth Business Day following the Share Acquisition date any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan), alone or together with its Affiliates, shall, at any time after the Declaration Date, become the Beneficial Owner of 25% or more of the shares of Common Shares then outstanding, or (ii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Continuing Directors redeem all (but not less than all all) of the then-then outstanding Rights at a redemption price of $.01 per Right in cashRight, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock share split, distribution share dividend, combination of member interests Common Shares or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifif the Corporation is then restricted or prohibited from paying the Redemption Price in cash, following then the occurrence Corporation may, at its option, pay the Redemption Price by delivery of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventsuch other consideration, (i) a Person who is an Acquiring Person shall have transferred including without limitation, Common Shares or otherwise disposed of a number units of Common Shares and/or other securities, or other property or assets of the Corporation, or a combination thereof, as a majority of the Continuing Directors determine in one transaction or series their sole discretion to be a fair and equivalent Redemption Price, which determination shall be final and binding. Immediately upon the taking of transactionssuch action ordering the redemption of all of the Rights, not directly or indirectly involving evidence of which shall have been filed with the Company or 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 its Subsidiariesthe holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, that did not result the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the occurrence manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less redemption will state the method by which the payment of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall Redemption Price will be reinstated and thereafter be subject to the provisions of this Section 23made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the CompanyCorporation's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further. Notwithstanding the foregoing, however, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Section 24.

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 fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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, but only upon the vote of a majority of the Board of Directors then in office, at any time prior to the earlier of (i) the close Close of business Business on the fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "Redemption PriceREDEMPTION PRICE"), and the Company may, at its option, pay the Redemption Price in shares of Common Stock (based on the "CURRENT MARKET PRICE," as defined in SECTION 11(D), of the shares of Common Stock at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided furtherPROVIDED, HOWEVER, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company; PROVIDED FURTHER, however, that if, if following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 1019% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section SECTION 23. 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) Flip-in Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 (ix) the close of business on the fifteenth calendar tenth day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution dividend of member interests shares or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of the Common Stock (valued at their current market price as defined in Section 11(d) on the date of the redemption), other securities, cash or other assets; provided furtherprovided, however, that if, following if the occurrence Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a Share majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date and following or (y) such authorization occurs on or after the expiration date of a change (resulting from a proxy or consent solicitation) in a majority of the right Directors of redemption hereunder but prior to the Company in office at the commencement of such solicitation if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred a participant in such solicitation has stated (or otherwise disposed if upon the commencement of such solicitation a number majority of Common Shares in one transaction or series the directors of transactions, not directly or indirectly involving the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in the same may be extended pursuant to Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors27.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the Close of Business, on the earlier of (ix) the Share Acquisition Date (or if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date, ) or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.0025 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, howeverPROVIDED, HOWEVER, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventevent described in Section 13(a), either (x) in connection with any event specified in Section 13(a) in which all holders of Common Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (y) following the occurrence of an event set forth in, and the expiration of any period during which the holders of Rights may exercise the Rights under, Section 11 (a) (ii) if each of the following shall have occurred and remain in effect: (i) such Section 11 (a) (ii) event shall be deemed inadvertent as determined by the Board of Directors in its discretion taking into account all such factors as it deems relevant; (ii) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction a transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 10 percent or less of the outstanding shares of Common SharesStock of the Company, and (iiiii) there are no other Persons, immediately following the occurrence of the event described in clause (i)ii) hereof, who are Acquiring Persons, and (iv) the transfer or other disposition described in clause (ii) hereof, above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof second Business Day following the Record Date (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided furtherprovided, however, that if, the Rights may not be redeemed following any merger to which the occurrence of Company is a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, party that (i) a Person who occurs when there is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following was not approved (x) prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause Company and (i), who are Acquiring Persons, then y) prior to such merger by the right stockholders of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Company at a stockholders’ meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Flip-In Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.

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 fifteenth calendar day tenth Business Day following the Share Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event; provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable (i) after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay or (ii) during the Redemption Price period in cash, Common Shares (based on which the "current market price", as defined in Company’s right of redemption shall have been reinstated under Section 11(d) 30 hereof, of the Common Shares at 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 close of business on the fifteenth calendar day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following if the occurrence Board of a Share Acquisition Date and following the expiration Directors of the right Company authorizes redemption of redemption hereunder but prior to any Triggering Event, the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is an Acquiring Person shall have transferred or otherwise disposed a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such that solicitation, such Person (or one or more of its Affiliates or Associates) is thereafter making a Beneficial Owner cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of 10% Common Stock not beneficially owned by such Person (or less by its Affiliates or Associates). Notwithstanding the foregoing, the Board of the outstanding Common Shares, and (iiDirectors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) 11 Event until such time as the Company's right of redemption hereunder set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (ix) the close of business on the fifteenth calendar tenth day following the Share Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .0001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d) on the date of the redemption), other securities, cash or other assets; provided furtherprovided, however, that if, following if the occurrence Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a Share majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date and following or (y) such authorization occurs on or after the expiration date of a change (resulting from a proxy or consent solicitation) in the composition of a majority of the right Board of redemption hereunder but prior to Directors of the Company from the Board that was in office at the commencement of such solicitation if any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred a participant in such solicitation has stated (or otherwise disposed if upon the commencement of such solicitation a number majority of Common Shares in one transaction or series the Board of transactions, not directly or indirectly involving Directors of the Company has determined in good faith) that such Person (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) of this proviso, then such authorization shall require the concurrence of a majority of the members of the Board of Directors of the Company; and provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 1015% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 A majority of the Company Disinterested Directors, with the concurrence of a majority of the Continuing Directors, voting separately, may, at its their option, at any time prior to the earlier of (i) the close Close of business Business on the fifteenth calendar tenth (10th) day following the Share Acquisition DateDistribution Date (as such period may be extended pursuant to Section 26 hereof), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 (one cent) per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, if following the occurrence of a Share Acquisition the Distribution Date and following the expiration of the right 57 62 of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii11 (a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11 (d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board majority of the Disinterested Directors, with the concurrence of a majority of the Continuing Directors, voting separately.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 p.m., New York, New York time, on the earlier of (ix) the Share Acquisition Date (or if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date, ) or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.0005 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"); provided further, howeverPROVIDED, HOWEVER, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventevent described in SECTION 13(a), either (x) in connection with any event specified in SECTION 13(a) in which all holders of Common Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (y) following the occurrence of an event set forth in, and the expiration of any period during which the holders of Rights may exercise the Rights under, SECTION 11(a)(ii) if each of the following shall have occurred and remain in effect: (i) such SECTION 11(a)(ii) Event shall be deemed inadvertent as determined by the Board in its discretion taking into account all such factors as the Board deems relevant; (ii) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction a transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 10 percent or less of the outstanding shares of Common SharesStock of the Company, and (iiiii) there are no other Persons, immediately following the occurrence of the event described in clause (i)ii) hereof, who are is Acquiring Persons, and (iv) the transfer or other disposition described in clause (ii) hereof, above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section SECTION 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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, by action of a majority of the whole Board of Directors at any time prior to the earlier of (i) the close of business on the fifteenth calendar tenth day following the Share Acquisition Date, or first date of public announcement of the occurrence of a Flip-In Event and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof Effective Time (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who if there is an Acquiring Person shall have transferred or otherwise disposed the Rights may not be redeemed (i) if from and after the time a Person became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any majority of its Subsidiariesmembers are representatives, that did not result in nominees, designees, Affiliates or Associates of an Acquiring Person (including the occurrence of Acquiring Person as a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less designee of the outstanding Common SharesAcquiring Person, and or (ii) following any merger to which the Company is a party that (x) occurs when there are no other Persons, immediately following is an Acquiring Person and (y) was not approved prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause (i), who are Acquiring Persons, then Company and by the right stockholders of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.based

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 fifteenth calendar twentieth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the twentieth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .0001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted `to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided further. The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. In addition, howeverthe Board of Directors of the Company, that ifwith the approval of a majority of the members thereof who are not representatives, nominees, Affiliates or Associates of any Acquiring Person or Adverse Person, may redeem all but not less than all of the then outstanding Rights at the Redemption Price following the occurrence of a Stock Acquisition Date but prior to any Section 13 Event in connection with any Section 13 Event in which all holders of Common Stock are treated alike and not involving an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person or any other Person in which such Acquiring Person, Adverse Person, Affiliate or Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Adverse Person, Affiliate or Associate. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price"Current Market Price, as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close Close of business Business on the fifteenth calendar day tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the Rights cease being redeemable) following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further) provided, however, that if, following if the occurrence of a Share Acquisition Date and following the expiration Board authorizes redemption of the right Rights in either of redemption hereunder but prior to any Triggering Event, the circumstances set forth in clauses (i) or (ii) below, then there must be Continuing Outside Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Outside Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation, if any Person who is an Acquiring a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board has determined in good faith) that such Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such that solicitation, such Person (or one or more of its Affiliates or Associates) is thereafter making a Beneficial Owner of 10% tender offer or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described exchange offer in clause (icompliance with Section 11(a)(ii)(B), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The (b) Immediately upon the action of the Board directing the Company mayto make the redemption of the Rights, at its optionevidence of which shall have been filed with the Rights Agent, pay 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 in cashfor each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to each record holder of the Common Shares Stock of the Company at the time address of redemption) such holder shown on the records of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or any other form not the holder receives the notice. Each such notice of consideration deemed appropriate redemption will state the method by which the Board payment of Directorsthe Redemption Price will be made. Section 24.

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 fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company (with the approval of the majority of the members of the Board of Directors of the Company) shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar twentieth day following the Share Stock Acquisition Date, or such later date as may be determined by action of a majority of Directors and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the twentieth day following the Record Date, or such later date as may be determined by action of a majority of Directors and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .00001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes -------- redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, such authorization shall require the concurrence of a majority of the Directors that such redemption is, as of such time the redemption is approved, not void or voidable on account of Section 144 of the Delaware General Corporation Law or other applicable law: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, -------- ------- that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company Company, or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close Close of business Business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .02 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof February 3, 1994 (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "Current Market Price", as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash; provided furtherPROVIDED, howeverHOWEVER, that notwithstanding the foregoing if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder set forth above in this Section 23(a) but prior to any Triggering Event, either (i) (A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (iiB) there are no other Persons, immediately following the occurrence of the event described in clause (iA), who are Acquiring Persons, then and (C) a majority of the members of the Board of Directors approve the reinstatement of the right of redemption pursuant to this Section 23, or (ii) (A) the Board approves the consolidation, merger or other combination of the Company with or into, or the sale or other transfer (either by the Company or one or more of its Subsidiaries), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to a Person other than the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) who caused the occurrence of such Stock Acquisition Date, and (B) the Board of Directors of the Company, as part of the approval of such an event described in the preceding clause (ii) (A), approves the reinstatement of the right of redemption pursuant to this Section 23, then, in either such case, the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii11(a) (ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay expired (such right of redemption hereunder being deemed to have expired notwithstanding the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, existence of the Common Shares at possibility of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directorsreinstatement thereof as provided above in this Section 23 (a)).

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 fifteenth calendar twentieth day following the Share Stock Acquisition Date, Date or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 .05 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests 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"); provided furtherPROVIDED, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Adjustment Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering an Adjustment Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 26 hereof, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 close of business on the fifteenth calendar day tenth Business Day following a Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.0001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock share split, distribution of member interests share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”) and the Company may, at its option, pay the Redemption Price in Common Shares (based on the Current Market Price (as defined in Section 11(d)(i) hereof) of the Common Shares at the time of redemption), cash, or any other form of consideration deemed appropriate by the Board; provided furtherprovided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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 ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day following the Share Acquisition Date, Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided and the Company may, at its option, pay the redemption price either in shares of Common Stock (based on the "current market price" as defined in Section 11(d) hereof of the shares of Common Stock at the time of redemption) or cash; provided, however, that if the Company elects to pay the Redemption Price in shares of Common Stock, the Company shall not be required to issue any fractional shares of Common Stock and the number of shares of Common Stock issuable to each holder of Rights shall be rounded down to the nearest whole share, and the redemption of the Rights by the Board of Directors 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; provided, further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder pursuant to clause (i) of this Section 23(a) but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10less than 15% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 14.9 percent (14.9%) or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price"Current Market Price, as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company 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 of Directors of the Company in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person. Section 24.

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 fifteenth calendar day following the Share Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time on or before the earlier of (i) the close of business on the tenth business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the Record Date) or such later date or dates as the Board of Directors, or any duly authorized committee thereof, may designate; provided furtherprovided, however, that ifif such later date or dates are designated, following such designation shall be made on or prior to the occurrence date prior to which redemption would otherwise be required, or (ii) the Final Expiration Date; provided, however, if the Board of a Share Acquisition Date and following the expiration Directors of the right Company authorizes redemption of the Rights or designates an extension of the redemption hereunder but prior period pursuant to any Triggering Event, clause (i) above in either of the circumstances set forth in clauses (x) and (y) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: such authorization or designation occurs (x) on or after the time a Person becomes an Acquiring Person, or (y) on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is an Acquiring Person shall have transferred or otherwise disposed a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a number majority of Common Shares the Continuing Directors has determined in one transaction or series of transactions, not directly or indirectly involving the Company good faith) that such Person's (or any of its SubsidiariesAffiliates or Associates) intends to take, that did not or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event unless, concurrent with such that solicitation, such Person (or one or more of its Affiliates or Associates) is thereafter making a Beneficial Owner cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of 10% Common Stock not beneficially owned by such Person (or less by its Affiliates or Associates). Notwithstanding the foregoing, the Board of Directors of the outstanding Common Shares, and (ii) there are no other Persons, immediately following Company may not redeem any Rights while any Person continues to retain the occurrence status of the event described in clause (ian Adverse Person pursuant to Section 11(a)(ii)(B), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of DirectorsDirectors and which does not violate the terms of any agreement to which the Company is a party on the date of this Rights Agreement (or, if a majority of the then Continuing Directors so agree, after the date of this Agreement). Furthermore, if the Company shall determine to pay the redemption price in Common Stock it may but shall not be required to issue fractional shares and may aggregate fractional shares of Common Stock that would otherwise be due to holders of Rights and distribute these shares to the Rights Agent to be sold in the open market and the proceeds thereof shall be distributed to the appropriate 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 earlier of (i) the close of business on the fifteenth calendar tenth day following the Share Acquisition first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, or the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, distribution of member interests 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"”); provided furtherprovided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who if there is an Acquiring Person shall have transferred the Rights may not be redeemed (i) if from and after the time a Person became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that a majority of its members are representatives, nominees, designees, Affiliates or otherwise disposed Associates of an Acquiring Person (including the Acquiring Person as a number designee of Common Shares in one transaction the Acquiring Person), or series of transactions, not directly or indirectly involving (ii) following any merger to which the Company or any of its Subsidiaries, is a party that did not result in the occurrence of a Triggering Event such that such (i) occurs when there is an Acquiring Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following was not approved (x) prior to the occurrence time such Person became an Acquiring Person by the Board of Directors of the event described in clause Company and (iy) prior to such merger by the shareholders of the Company at a shareholders’ meeting (and not by written consent), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. 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) Flip-In Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d) hereof, Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time. Notwithstanding the foregoing provisions of this Section 23(a), the Board of Directors may not effect any such redemption at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of a Flip-Over Event.

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 fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) subject to extension by the Company pursuant to Section 26 hereof, or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights for cash at a redemption price of $.01 .000001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherPROVIDED, HOWEVER, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be five Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; PROVIDED FURTHER, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons or Adverse Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 5:00 p.m., New York, New York time, on the earlier of (ix) the Share Acquisition Date (or if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date, ) or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.002 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further, provided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Eventevent described in Section 13(a), either (x) in connection with any event specified in Section 13(a) 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 Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (y) following the occurrence of an event set forth in, and the expiration of any period during which the holders of Rights may exercise the Rights under, Section 11(a)(ii) if each of the following shall have occurred and remain in effect: (i) such Section 11(a)(ii) Event shall be deemed inadvertent as determined by the Board in its discretion taking into account all such factors as the Board deems relevant; (ii) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction a transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 10 percent or less of the outstanding Common SharesShares of the Company, and (iiiii) there are no other Persons, immediately following the occurrence of the event described in clause (i)ii) hereof, who are is Acquiring Persons, and (iv) the transfer or other disposition described in clause (ii) hereof, above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price," as defined in Section 11(d), of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii11 (a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"" ); provided further, however, that if. If, following the ---------------- occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who is was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of more transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10less than 15% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board shall so approve, then the Company's right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23. If following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth in the first sentence hereof, but prior to any Triggering Event, the Board may, at its option, redeem all but not less than all of the then outstanding Rights at the Redemption Price, provided, that such redemption is effected in connection with the approval by -------- the Board of Directors of the Company of, and the execution and delivery by the Company of an agreement providing for, a merger, consolidation, sale or transfer of all or substantially all of the assets of the Company or other business combination, in each case which involves the Company but does not involve an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that ifthe Board may not redeem any Rights following an Adverse Person Event and provided, further, that if the Board authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and the requirements of any national securities exchange or trading market on which the Common Stock is listed) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who is was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of more transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 1015% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Directors) shall so approve, then the Company's right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23. If following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth in the first sentence hereof, but prior to any Triggering Event, the Board may, at its option, redeem all but not less than all of the then outstanding Rights at the Redemption Price, provided that (i) such redemption is effected in connection with the approval by the Board of Directors of the Company of, and the execution and delivery by the Company of an agreement providing for, a merger, consolidation, sale or transfer of all or substantially all of the assets of the Company or other business combination, in each case which involves the Company but does not involve an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate and (ii) such redemption is approved by a majority of the Continuing Directors. 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 set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 Board, acting by at least a majority of the Company Continuing Directors, may, at its option, at any time prior to the earlier first to occur of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar day tenth Business Day following the Share Acquisition Record Date), (ii) the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a Person is an Adverse Person, or (iiiii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 .001 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further) and the Company may, howeverat its option, that if, following pay the occurrence of a Share Acquisition Date and following Redemption Price in Preferred Shares (based on the expiration "Current Market Price," as defined in Section 11(d)(ii) of the right Preferred Shares at the time of redemption hereunder but prior to any Triggering Eventredemption), (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares (based on the "Current Market Price," as defined in one transaction or series Section 11(d)(i) of transactionsthe Common Shares at the time of redemption), not directly or indirectly involving the Company cash or any other form of its Subsidiariesconsideration deemed appropriate by the Board, that did not result in the occurrence of acting by a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less majority of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay shall promptly notify the Redemption Price in cash, Common Shares (based on Rights Agent following the "current market price", as defined in Section 11(d) hereof, action of the Common Shares at Board ordering redemption of the time of redemption) or any other form of consideration deemed appropriate by the Board of DirectorsRights.

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 Close of business Business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Share Acquisition Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherPROVIDED, howeverHOWEVER, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided further) and the Company may, howeverat its option, that ifpay the Redemption Price either in shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash or such other consideration as the Board of Directors may determine. If, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiariessubsidiaries, that which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i)) of this provision, who are Acquiring Persons or Adverse Persons, then the right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23. The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(D) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Share Acquisition Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event or the Company (with the approval of the majority of members of the Board of Directors) shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are is no other Persons, Acquiring Person immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth calendar day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for shares of Common Shares Stock (including fractional shares) or other consideration (including but not limited to depository units representing shares of Common Shares Stock or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at 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 optionoption and in its sole and absolute discretion, at any time prior to the earlier of (ix) the close Close of business Business on the fifteenth calendar day following tenth Business Day after the Share Shares Acquisition Date, or (iiy) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 0.01 (one cent) per Right in cashRight, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend or similar transaction occurring after the date hereof of this Agreement (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 (or without) such conditions as the Board of Directors in its sole and absolute discretion may establish; provided furtherPROVIDED, howeverHOWEVER, that if, following the occurrence with respect to any redemption of a Share Acquisition Date and following the expiration Rights under either of the right of redemption hereunder but prior to any Triggering Event, circumstances set forth in clauses (i) and (ii) below, the Rights may be redeemed only if there are Disinterested Directors then in office and the Board of Directors of the Company, with the concurrence of a majority of the Disinterested Directors then in office, approves such redemption; (i) such approval occurs at any time after any Person becomes an Acquiring Person, or (ii) such approval occurs at any time after a change (resulting from a proxy solicitation or from a vote of shareholders or in any other manner) in a majority of the directors in office at the commencement of such solicitation, or prior to such vote, if any Person who is an Acquiring a participant in such solicitation or vote has stated (or, if the majority of the directors in office at the commencement of such solicitation or prior to such vote has determined in good faith) that such Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company (or any of its SubsidiariesAffiliates or Associates) intends to take or may consider taking, any action that did not would result in such Person becoming an Acquiring Person or that would result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Common Shares at 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 close of business on the fifteenth calendar tenth business day following the Share Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then-then outstanding Rights at a redemption price of $.01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of DirectorsRight, as such amount may be appropriately adjusted to reflect any stock split, distribution of member interests stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided furtherprovided, however, that if, following the occurrence of a Share Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, that did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% 10 percent or less of the outstanding shares of Common SharesStock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the "current market price", ," as defined in Section 11(d11(d)(i) hereof, of the Common Shares Stock at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors.